FORM 10-KSB A-1 
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
          THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
          For the fiscal year ended June 30, 1998

                               OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
          For the transition period from __________ to_________
                                
                 Commission file number 0-15415
                                
                       GLOBAL CASINOS, INC
     (Exact Name of Registrant as Specified in its Charter)
                                
         Utah                                87-0340206
         (State or other jurisdiction        I.R.S. Employer
         of incorporation or organization)   Identification number
                                
  5373 North Union Blvd, Suite 100, Colorado Springs, Colorado 80918
               (Address of Principal Offices)                 (ZipCode)
                                
Registrant's telephone number, including area code:(719) 590-4900

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, par value $0.05
                        (Title of Class)

      Indicate by check mark whether the Registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes [ X ]  No [  ]

      Indicate  by check mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation S-B (Section 229.405  of  this
chapter)  is not contained herein, and will not be contained,  to
the  best  of  registrant's knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part  III  of
this Form 10-KSB or any amendment to this Form 10-KSB.   [ X ]

The  Registrant's revenues for the year ended June 30, 1998  were
$11,524,348.

As  of  September  30, 1998, the aggregate market  value  of  the
Common  Stock  of the Registrant based upon the  average  of  the
closing  bid and asked prices of the Common Stock, as  quoted  on
NASDAQ,   held   by   non-affiliates  of   the   Registrant   was
approximately $2,068,473.

As of September 30, 1998, 1,504,344 shares of Common Stock of the
Registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE


     The Registrant incorporates by this reference the following:

     PART III

     Item   9       Directors,  Executive  Officers,Promoters  and  
                    Control Persons,Compliance  With Section 16(a) 
                    of the Exchange Act.

     Item 10        Executive Compensation.

     Item   11      Security  Ownership  of  Certain
                    Beneficial Owners and Management.

     Item  12       Certain Relationships and Related
                    Transactions.

     The foregoing are incorporated by reference from the
     Registrant's definitive Proxy Statement relating to its
     annual meeting of stockholders, which will be filed in an
     amendment within 120 days of June 30, 1998.

     PART IV - EXHIBITS
     
     1.   Incorporated   by   reference   from   the    Company's
          Registration Statement on Form 10, as amended, SEC file
          number 0-15415.         
     2    Incorporated  by  reference  from  the  Company's
          Registration  Statement on Form S-2,  as  amended,  SEC
          File No. 33-46060, declared effective May 15, 1992.

     3.   Incorporated  by  reference  from  the  Company's
          Registration  Statement on Form  S-8,  filed  with  the
          Commission and effective December 8, 1995.

     4.   Incorporated  by  reference  from  the  Company's
          Registration  Statement on Form SB-2, as  amended,  SEC
          File No. 33-76204, declared effective August 12, 1994.

     5.   Incorporated  by  reference  from  the  Company's
          Current  Report on Form 8-K, dated July  15,  1995,  as
          filed  with the Commission on July 31, 1995, as amended
          on Form 8-K/A-1 filed with the Commission on August 31,
          1995;

     6.   Incorporated  by  reference  from  the  Company's
          Current Report on Form 8-K, dated November 19, 1993, as
          filed with the Commission on December 3, 1993;

     7.   Incorporated  by  reference  from  the  Company's
          Current Report on Form 8-K, dated February 18, 1994, as
          filed with the Commission on March 3, 1994;

     8.   Incorporated  by  reference  from  the  Company's
          Current  Report on Form 8-K, dated April 29,  1994,  as
          filed with the Commission on May 13, 1994;

     9.   Incorporated by reference from the Company's Current Report
          on Form 8-K, dated June 3, 1994, as filed with the Commission on
          June 10, 1994;
     
    10.   Incorporated  by reference from  Casinos  U.S.A.,
          Inc.'s  Corrected Second Amended Disclosure  Statement,
          dated  September 16, 1996, as filed with the Commission
          on October 31, 1996;

    11.   Incorporated  by  reference  from  the  Company's
          Current  Report on Form 8-K, dated August 1,  1997,  as
          filed with the Commission on August 14, 1997;

    12.   Incorporated by reference from the Company's Current Report
          on Form 10KSB, dated October 7, 1997, as filed with the
          Commission on October 14, 1997;

    13.   Incorporated by reference from the Company's Amended Report
          on Form 8-K, dated October 7, 1997, as filed with the Commission
          on October 14, 1997; and

    14.   Incorporated by reference from the Company's Current Report
          on Form 8-K, dated June 11, 1998, as filed with the Commission on
          June 15, 1998; as Amended June 11, 1998, and filed with the
          Commission on July 7, 1998.



PART I


ITEM 1.   DESCRIPTION OF BUSINESS


Overview

        Global  Casinos, Inc. (the "Company" or "Global Casinos")
and   its  wholly-owned  subsidiaries,  operate  in  the  rapidly
developing  and  expanding  domestic  and  international   gaming
industry.  The Company is organized as a holding company for  the
purpose  of  acquiring operating casinos, gaming  properties  and
other related interests.


History

        Global Casinos, Inc., f/k/a Morgro Chemical Company,  was
organized  under the laws of the State of Utah on June  8,  1978.
From  1978  until February, 1994, it manufactured and marketed  a
line of garden fertilizers and chemicals, as well as a retail ice
melter.

        In  the  fall  of  1993,  the Company  embarked  upon  an
aggressive  plan  to acquire and develop casino  properties  both
nationally  and  internationally.  On  September  20,  1993,  the
Company acquired 100% of the outstanding Common Stock of Colorado
Gaming  Properties,  Inc., a Colorado corporation  ("CGP").   CGP
owned  two  (2)  real estate properties located  in  the  limited
stakes   gaming   district  in  Central  City,   Colorado.    The
properties, known as the Nitro Club and the Gas Light, which were
never  operational  under the Company, were  foreclosed  upon  in
June, 1996.

        On  November 19, 1993, the Company acquired 100%  of  the
outstanding  Common  Stock of Casinos U.S.A.,  Inc.,  a  Colorado
corporation  ("Casinos  U.S.A."), Lincoln  Corporation,  a  South
Dakota corporation ("Lincoln"), and Woodbine Corporation, a South
Dakota  corporation ("Woodbine") in exchange for 253,500  of  the
Company's Common Stock. Casinos U.S.A. owns and operates the Bull
Durham  Saloon  and  Casino, located  in  Black  Hawk,  Colorado.
Lincoln  and Woodbine each operated casinos located in  Deadwood,
South  Dakota.   The Company permanently closed the  Last  Chance
Saloon owned and operated by Lincoln Corporation on May 31, 1994.
Lillie's, the casino operated by Woodbine Corporation, was closed
effective June 30, 1995 due to unprofitable operations. (See ITEM
2.  DESCRIPTION OF PROPERTIES)

        Casinos  U.S.A.  also held an 80%  interest  in  a  joint
venture  ("International  Joint  Venture")  which  developed  and
operated  gaming  casinos  in  several  international  locations.
Through  the  International  Joint  Venture,  casinos  have  been
developed  and operated in Sochi, Russia and Bishkek, Kyrgyzstan.
In  Sochi, the International Joint Venture developed and operated
Casino   Lazurnaya  located  in  the  four-star  Hotel   Radisson
Lazurnaya.   In  Bishkek,  the International  Joint  Venture  has
developed and operates the Casino Las Vegas located on the second
floor of the Restaurant Naryn.

        In February, 1994, the Company sold to a management group
all of the assets, subject to all of the liabilities, utilized in
the  chemical and fertilizer business which it formerly  operated
under  the  name "Morgro Chemical Company." The Company  received
approximately  $854,000  in cash and promissory  notes,  and  the
purchasers assumed approximately $1,200,000 in liabilities.   The
purchase  price  represented the net book  value  of  the  assets
disposed of in excess of the liabilities assumed.

        In  April,  1994, the Company successfully purchased  for
$1,381,274 in cash a 66-2/3% interest in a holding company which,
through  a  wholly-owned  subsidiary, owns  and  operates  Casino
Masquerade  located  in  the Radisson  Aruba  Resort  and  Casino
located on the Caribbean island of Aruba, Netherlands Antilles.

        By  an Agreement dated June 27, 1995, and effective  July
15,  1995  ("Dissolution  Agreement"),  the  International  Joint
Venture  (the  "IJV")  was dissolved.  The Company  assigned  its
interest  in the Casino Lazurnaya and received all of  the  IJV's
profit  interest (61%) in Casino Las Vegas, the remaining 33-1/3%
interest  in  Casino  Masquerade, and a promissory  note  in  the
amount  of  two  hundred thousand dollars ($200,000)  secured  by
20,000  shares of the Company's common stock.  Giving  effect  to
this  transaction,  the  Company owns a 61%  profit  interest  in
Casino  Las Vegas, 100% of the Casino Masquerade, and no residual
interest in Casino Lazurnaya.

        In  July,  1996, the Company formed a subsidiary,  Global
Internet    Corporation   ("Global   Internet"),    to    explore
opportunities  to develop and operate one or more  sites  on  the
World  Wide Web, with an initial focus on entertainment and  non-
commercial gaming sites.  The Company loaned $325,000  to  Global
Internet  in  exchange for a 10% promissory note.   At  June  30,
1998,  the  Company's  investment, promissory  note  and  related
interest,  and  additional  advances  due  from  Global  Internet
totaled approximately $385,000.

        Management became aware that internet gaming could impair
the  Company's Colorado state gaming license.  As a  result,  the
Company  initiated actions to divest itself of its investment  in
Global  Internet.   A  separate  board  of  directors  of  Global
Internet  was  established, with no overlapping  members  of  the
Company's board, and the Company assigned its voting rights to  a
member  of the Global Internet board, who is not related  to  the
Company.   The Company also entered into negotiations with  First
Entertainment,  Inc. ("FEI"), an unrelated third  party,  whereby
FEI would acquire the Company's investment in Global Internet.

        On  May  11,  1997, the Company and FEI entered  into  an
agreement  whereby  the  Company  will  sell  1,500,000  of   the
1,750,000 common shares of Global Internet owned by the  Company,
in  exchange for 1,500,000 warrants, which will allow the Company
to  purchase 1,500,000 shares of FEI common shares at  $1.25  per
share for a period of five years.  The Company will also sell its
convertible promissory note, advances and interest receivable  of
$375,000 for 30,000 shares of FEI Class B Preferred Stock with  a
face  value  of  $12.50 per share, convertible  into  FEI  common
shares at $1.25 per share.  The agreement was originally expected
to  close  shortly after May 1999.  However, the FEI shareholders
had  not yet approved the transaction, authorized an increase  in
FEI  common  stock to allow for the issuance of shares underlying
the  convertible preferred stock and warrants, or obtained  long-
term  financing that would allow Global Internet to  continue  to
develop entertainment and gaming sites.

        FEI  is  a  thinly capitalized and thinly  traded  public
entity,  which  does  not  appear  to  currently  have  resources
available  to  continue  development  of  Global  Internet.    In
September 1997, the Company was informed that completion  of  the
transaction was contingent upon FEI shareholders' approval, which
was  received  at a shareholders meeting held in  November  1997.
However,  these  factors  raised  concerns  about  the  Company's
ability to realize its investment in Global Internet.  Management
determined that it would be appropriate for the Company to  fully
expense  its investment and allow for the receivables  in  Global
Internet  during  the quarter ended June 30, 1997,  although  the
sale may ultimately be consummated.

        FEI has represented to the Company that financing will be
obtained.   Management believes that if this  is  to  occur,  the
Company  may  be able to recognize a gain on its sale  of  Global
Internet.

        Effective  August  1,  1996,  the  Company,  through  its
subsidiary  Global Pelican, entered into a cancelable  Management
and  Operating Lease Agreement (the "Pelican Agreement")  with  a
third  party, whereby Global Pelican agreed to lease and  operate
the  Pelican  Casino, located on the island of St. Maarten.   The
original  term of the lease was for five years, with its  options
to  renew  for three additional five-year terms.  Lease  payments
were scheduled to be $30,000 per month for the initial lease term
beginning  in November 1996.  Rent expense in 1998 was  $225,000.
The  Pelican  Agreement provides that Global Pelican  would  also
purchase  the  equipment utilized at the casino for  $225,000  in
exchange for a note payable, subject to the owner providing clear
title  to the equipment.  The Pelican Agreement also states  that
until  the equipment liens and encumbrances are released,  Global
Pelican  has  the right to terminate the Pelican  Agreement.   At
June  30,  1998,  the  equipment remains  subject  to  liens  and
encumbrances, and Global Pelican has therefore not purchased  the
equipment.  In July 1998, Global Pelican renegotiated  the  terms
of  the  Pelican  Agreement, whereby Global  Pelican  is  to  pay
$20,000 per month through November 1998, of which $15,000  is  to
be  applied as monthly rent, and $5,000 as deferred rent  pending
completion of negotiations between Global Pelican and the lessor.

        On  August  1,  1998, the Company acquired  100%  of  the
outstanding Common Stock of Anchorage-based Alaska Bingo  Supply,
Inc. ("ABS") and its related operations.  ABS will be operated by
the  Company's wholly-owned subsidiary, Global Alaska Corporation
("Global Alaska").

        The  Company  purchased  ABS  for  $4,400,000,  of  which
$400,000 was paid in cash at closing, with the $4,000,000 balance
in  the  form  of  a promissory note, bearing interest  at  eight
percent (8%) and to be amortized monthly over a term of seven (7)
years  beginning in October, 1997.  During the term of the  note,
the  noteholder has the option to convert up to $2,500,000 of the
promissory  note into shares of the Company's Common Stock  at  a
price of ten dollars ($10) per share.

        In  order to fund this acquisition, the Company  borrowed
$350,000  from third parties and $75,000 from an affiliate.   The
promissory notes were due in equal monthly payments from  January
1998  through April 1998.  The promissory notes to third  parties
are  secured  by a note receivable by the Company.   Interest  on
$200,000 of prepaid notes is at 24% and interest on the remaining
$225,000 (including the affiliate Note) is at 12%.  Additionally,
the  holder  of  the  $150,000, 12% note was issued  warrants  to
purchase  15,000  shares  of the Company's  common  stock  at  an
exercise  price  of  $3.00 per share.  The warrants  expire  June
2000.

Financing

       On May 31, 1994, the Company successfully closed a private
placement  of  9%  Convertible Notes in which  it  sold,  in  the
aggregate,  $2,812,500 in Convertible Notes  to  a  total  of  33
accredited investors.  In June, 1994, the Convertible Notes  were
automatically  converted  into  1,406,250  shares  of   Mandatory
Redeemable ("Mandatory Redeemable") and Convertible and  Class  A
Preferred  Stock  ("Preferred Stock") and Class  D  Common  Stock
Purchase  Warrants ("D Warrants") which have since expired.   The
Preferred  Stock is convertible into Common Stock of the  Company
at  a  conversion value of $20.00 per share (one share of  Common
Stock  for ten shares of Preferred Stock).  The Company  had  the
obligation to redeem any Preferred Stock not yet converted at the
rate  of  $2.00 per share on May 31, 1995.  Due to a  significant
decline  in  the  public trading price of  the  Company's  Common
Stock, none of the shares of Preferred Stock were converted,  and
the Company was obligated to complete the mandatory redemption on
or  before  May  31,  1995, representing an aggregate  redemption
price of $2,812,500.  As the Company lacked the capital necessary
to  redeem the outstanding shares of Preferred Stock, the Company
entered  into  agreements with the holders of  1,233,000  of  the
outstanding  shares of Preferred Stock, modifying the  redemption
and  conversion  terms  of the Preferred  Stock,  such  that  the
Company  was released from its obligation to redeem the 1,233,000
shares of Preferred Stock, the conversion value was reduced  from
$20.00  per share to $11.25 per share (approximately .1778 shares
of  Common Stock for each share of Preferred Stock).  During  the
year  ended  June  30,  1996,  544,500  shares  of  the  modified
Preferred  Stock  were  converted into 96,790  shares  of  Common
Stock.   In July, 1995, the Company agreed to issue 28,125 shares
of  Common Stock upon this exercise of 28,125 D Warrants at $5.00
per share.

        The foregoing modifications are applicable only to shares
of   Preferred  Stock  and  D  Warrants  owned  by  holders   who
voluntarily agreed to such modifications.  As a result,  at  June
30,  1995,  there continued to be issued and outstanding  173,250
shares of Preferred Stock as to which the Company continued to be
in  default  in its mandatory redemption obligation, representing
an  aggregate redemption obligation of $346,500, all of which was
matured   and  in  default,  and  88,625  original  D   Warrants.
Subsequent  to  June 30, 1995, the holder of  125,000  shares  of
Preferred  Stock  agreed with the Company to  convert  same  into
Common  Stock  at  a  conversion of $11.25 per  share  which  was
completed in June, 1996.  The holder agreed to waive all interest
accrued  while  the  Company  was in  default  of  its  mandatory
redemption  obligation and accepted no reduction in the  exercise
price  of  D  Warrants.   In July, 1996,  10,000  shares  of  the
Mandatory  Redeemable Preferred Stock was converted  into  Common
Stock at a conversion of $11.25 per share, and 7,500 shares  were
converted into Common Stock at a conversion of $10.00 per  share.
As  a  result,  at June 30, 1998, 26,750 shares of  the  original
Mandatory Redeemable and Preferred Stock are outstanding and  the
Company  continues  to be in default of its mandatory  redemption
obligation  (representing an aggregate redemption  obligation  of
$53,500, all of which is matured and currently in default).

        On  August 12, 1994, the Company's Registration Statement
on  Form  SB-2  was  declared effective  by  the  Securities  and
Exchange  Commission.  The Registration Statement registered  for
sale   under  the  Securities  Act  of  1933,  as  amended   (the
"Securities  Act")  42,780 shares held by existing  shareholders,
195,750  shares  issuable upon exercise of Class A  Common  Stock
Purchase  Warrants ("A Warrants"), 203,375 shares  issuable  upon
exercise   of   Class  B  Common  Stock  Purchase  Warrants   ("B
Warrants"), and 65,144 shares issuable upon exercise of  Class  C
Common Stock Purchase Warrants ("C Warrants").  During the period
of time that the Registration Statement was effective, A Warrants
were  exercised  to  purchase an aggregate of  67,500  shares  of
Common Stock at an exercise price of $10.00 per share, B Warrants
were exercised to purchase an aggregate of 6,500 shares of Common
Stock  at  an exercise price of $20.00 per share, and C  Warrants
were exercised to purchase an aggregate of 4,500 shares of Common
Stock  at an exercise price of $30.00 per share.  As a result  of
those  Warrant  exercises, the Company received  aggregate  gross
proceeds  of $850,000.  The Class A Warrants, B Warrants,  and  C
Warrants expired on December 31, 1995.

        In June, 1995, the Company consummated the purchase of an
aggregate  of  $937,204 in subordinated secured promissory  notes
held  by  sixteen (16) creditors of Casinos U.S.A..  Pursuant  to
the terms of the Promissory Note Purchase Agreements, the Company
purchased  the  promissory  notes  and  collateral  security   in
consideration for the issuance of an aggregate of 124,961  shares
of  the  Company's Common Stock, valued at $7.50 per share.   The
shares  of  Common Stock were issued by the Company  in  reliance
upon  an  exemption  from the registration  requirements  of  the
Securities  Act contained in Section 4(2) thereof.  In connection
with  the  Promissory Note Purchase Agreements, the  Company  has
agreed  to   register  for resale under the  Securities  Act  the
shares  of  Common Stock issued in consideration of  the  Casinos
U.S.A.  Debt Purchase.  The Registration Statement filed  by  the
Company  with the Securities and Exchange Commission on Form  S-3
was declared effective on December 13, 1995.

        In October, 1996, the Company raised $630,250 through  an
offering  of  Units ("Units"), each Unit consisting  of  one  (1)
eight   percent   (8%)   $1,000   convertible   Promissory   Note
("Promissory  Note"), 200 Class E Common Stock Purchase  Warrants
("E  Warrants"), 200 Class F Common Stock Purchase  Warrants  ("F
Warrants"),  and 200 Class G Common Stock Purchase  Warrants  ("G
Warrants").   The Promissory Note is convertible to common  stock
at  $5.00  per  $1.00  loaned and the Promissory  Notes  are  due
October  31,  1998.   The  Class E Warrants,  F  Warrants  and  G
Warrants   are   exercisable   at  $6,00,   $7.00,   and   $8.00,
respectively.  In January, 1998, the Company borrowed $32,000  in
10%  notes, $21,000 of which was from related parties, which were
due in September, 1998.  The Company is currently in negotiations
to extend the maturity date of these notes.

International Gaming Interests

       Casino Las Vegas:  Bishkek, Kyrgyzstan

        Through  the  International Joint Venture, the  Company's
subsidiary,  Global  International, developed  and  operated  the
Casino  Las  Vegas located in the Naryn Restaurant,  in  Bishkek,
Kyrgyzstan.   Global International held an eighty  percent  (80%)
interest in the International Joint Venture which in turn held  a
sixty-one percent (61%) profit interest in the Casino Las  Vegas.
Casino  Las  Vegas  is  operated under a  lease  with  the  Naryn
Restaurant  pursuant to which the restaurant  owner  retains  the
remaining  thirty-nine percent (39%) profit interest.  Under  the
terms of the Dissolution Agreement, Global Casino Group, Inc. and
Global International both assigned their interests in Casino  Las
Vegas  and  the  lease  under which the casino  operates  to  the
Company.   As a result, the Company held a net sixty-one  percent
(61%)  profit interest in Casino Las Vegas.  At September,  1996,
pursuant  to  the terms of the Joint  Venture Agreement,  the
Company's profit interest was reduced to fifty percent (50%).

        In  April  of  1998,  due to a major change  in  taxation
policy,  Global  transferred its profit  interest  to  its  Joint
Venture Partner for assumption of liabilities.  This resulted  in
a loss of approximately $75,000.

       Casino Masquerade:  Aruba Netherland AntillesS

       In April, 1994, the Company purchased a sixty-six and two-
thirds  percent  (66-2/3%) interest in a holding  company  which,
through  a  wholly-owned subsidiary, owns and operates  a  casino
located  in the Radisson Aruba Resort and Casino located  on  the
Caribbean   island   of  Aruba,  Netherlands  Antilles.    Casino
Masquerade is open and operational, and the Company has  upgraded
many of the gaming devices on location and invested in additional
leasehold  improvements.  Pursuant to the Dissolution  Agreement,
the  Company  acquired the remaining thirty-three  and  one-third
percent  (33-1/3%) interest in Casino Masquerade.  As  a  result,
the Company presently owns 100% of the Casino Masquerade.

        During February 1998, Global was notified that the  Hotel
would  close  effective  March 1, 1998, for  extensive  remolding
which  would cause a relocation of the casino area.  The  Company
entered  into  a  settlement agreement which among  other  things
called  for  a cash deposit of $750,000, and procurement  of  new
equipment  estimated   to  cost in  excess  of  $1,000,000.   The
Company  is  currently  in default and is negotiating  a  revised
settlement agreement.  Management has determined that in light of
these  negotiations  to  reduce the  carrying  of  leasehold  and
contract rights by $746,550 as of June 30, 1998.

       Pelican Casino:  St. Maarten, Netherlands Antilles

        Effective  August  1,  1996,  the  Company,  through  its
subsidiary  Global Pelican, entered into a cancelable  Management
and  Operating Lease Agreement (the "Pelican Agreement")  with  a
third  party, whereby Global Pelican agreed to lease and  operate
the  Pelican  Casino, located on the island of St. Maarten.   The
original  term of the lease was for five years, with  options  to
renew for three additional five-year terms.  Lease payments  were
scheduled  to  be  $30,000 per month for the initial  lease  term
beginning  in November 1996.  Rent expense in 1998 was  $225,000.
The  Pelican  Agreement provides that Global Pelican  would  also
purchase  the  equipment utilized at the casino for  $225,000  in
exchange for a note payable, subject to the owner providing clear
title  to the equipment.  The Pelican Agreement also states  that
until  the equipment liens and encumbrances are released,  Global
Pelican  has  the right to terminate the Pelican  Agreement.   At
June  30,  1998,  the  equipment remains  subject  to  liens  and
encumbrances, and Global Pelican has therefore not purchased  the
equipment.  In July 1998, Global Pelican renegotiated  the  terms
of  the  Pelican  Agreement, whereby Global  Pelican  is  to  pay
$20,000 per month through November 1998, of which $15,000  is  to
be  applied as monthly rent, and $5,000 as deferred rent  pending
completion of negotiations between Global Pelican and the lessor.
Global  Pelican  is scheduled to continue negotiations  with  the
lessor by November 1998.

Domestic Gaming Interests

       Bull Durham Saloon and Casino:  Black Hawk, Colorado

        The  Company, through its wholly-owned subsidiary Casinos
U.S.A.,  owns  the  Bull  Durham Saloon  and  Casino  (the  "Bull
Durham").  The Bull Durham is located in Black Hawk, Colorado and
currently  operates as a Class B Gaming Casino, which limits  the
casino to four (4) gaming tables and fewer than two hundred fifty
(250) slot machines.  Under limited stakes gaming regulations  in
Colorado, maximum wagers are limited to $5.00 per bet.  The  Bull
Durham  commenced gaming operations in February, 1993.  The  Bull
Durham  operates  under a gaming license issued to  the  Company.
Casinos U.S.A. ("Debtor") was in default under all of its secured
obligations  encumbering the Bull Durham Saloon and Casino.   The
efforts  of the Company to negotiate restructured terms  for  the
repayment  of  the secured obligations were unsuccessful.   As  a
result,  on  October 18, 1995, Casinos U.S.A. filed  a  voluntary
petition  under Chapter 11 of the United States Bankruptcy  Code.
Since  October 18, 1995, Casinos U.S.A. continued to operate  the
Bull  Durham  as debtor-in-possession.  The Court  confirmed  the
Debtor's  Second Amended Plan of Reorganization (the  "Plan")  on
December 18, 1996.  The effective date of the Plan is thirty (30)
days   after   confirmation.   (See  ITEM  2.    DESCRIPTION   OF
PROPERTIES)


Employees

        The  Company  presently has six (6) full time  employees:
Stephen   G.   Calandrella,  President;  Barbara  Chacon,   Chief
Financial  Officer;  Dale  Sterner,  General  Manager  of  Global
Pelican;  Daniel Scherer, General Manager of Bull  Durham  Saloon
and Casino; and one clerical staff.

        Mr. Sterner is employed by the Company as General Manager
of  Global  Pelican  pursuant  to a  three  (3)  year  employment
contract, expiring in November, 1998, which provides for  payment
of  base  compensation in the amount of $6,250  per  month.   Mr.
Sterner  is  also  eligible to receive  incentive  stock  options
subject  to  vesting,  under the Company's 1993  Stock  Incentive
Plan.   In  addition, Mr. Sterner shall be paid an  annual  bonus
equal  to  five  percent (5%) of the consolidated net  income  of
Global Pelican.

        Mr. Scherer is employed by the Company as General Manager
of  the Bull Durham Saloon and Casino pursuant to a one (1)  year
employment  contract,  which automatically  renews  for  two  (2)
successive years and provides for payment of base compensation in
the amount of $5,000 per month.  Mr. Scherer is also eligible  to
receive  incentive  stock options subject to vesting,  under  the
Company's  1993 Stock Incentive Plan.  In addition,  Mr.  Scherer
shall  be paid an annual bonus equal to two and one-half  percent
(2-1/2%)  of the net income of the Bull Durham Saloon and  Casino
in excess of $150,000.

        Casino Masquerade currently operates with a total  of  70
employees.   Because  of  the requirements  of  Aruban  law,  the
staffing  levels  cannot be decreased during  the  slower  summer
season, and as a result the company expects the size of the labor
force to remain relatively constant year round.

       Pelican Casino currently operates with a total of 50 full-
time employees.

        The Bull Durham currently employs 20 persons.  During the
peak summer season, employment typically increases by a total  of
15 employees.

       Alaska Bingo Supply, Inc. employees 7 full-time employees.

Consultants

        The  Company  relies  upon the  services  of  independent
consultants, including its local accountants and local  attorneys
in  the  jurisdictions in which the Company  holds  or  plans  to
develop its international gaming interests.
Competition

       International

       There are numerous national and international corporations
and  entities  engaged in the business of attempting  to  develop
casinos  throughout  the world.  There are  currently  eight  (8)
casinos  on  the  island  of St. Maarten,  Netherlands  Antilles.
These Caribbean resort islands have few barriers to entry of  new
participants in the gaming business.  The Company expects that it
will  have  to  operate  competitively in these  markets  and  to
respond  to  challenges from competitors that have  substantially
greater financial and personnel resources than the Company.

       Domestic

       Competition in the gaming industry in the United States is
intense.    The  Company  presently  estimates  that  gaming   is
permitted  in  most  states  in some form.   There  are  numerous
competitors  engaged  in  the same or  similar  business  as  the
Company,  and competition has increased substantially  in  recent
years  with  more  competitors entering the market.   Competition
from these entities will continue to affect the operations of the
Company  and other operators in the gaming industry.  Competition
in  Central City and Black Hawk, Colorado is particularly intense
with  numerous  competitors  in  very  close  proximity  and  new
competitors entering the market.  There can be no assurance  that
the  Company  can  obtain  the  resources  necessary  to  compete
successfully  in  the  industry or that the Company  can  operate
profitably given the existing level of competition.

        The Company's operations also compete with other forms of
gaming  conducted  throughout the United States  and  the  world.
Other gaming activities include Bingo, Lotto, table games, sports
betting and pari-mutuel wagering.

Regulation

       International

        Ownership and operation of gaming establishments in  each
foreign  jurisdiction  where  the  Company  has  operations   are
regulated  by  local authorities.  In virtually all jurisdictions
in  which the Company plans to operate casinos, the Company  will
be  required  to  obtain a Certificate of  Authority  to  conduct
business  in  that  jurisdiction, as well as  numerous  licenses,
including gaming licenses, tax licenses, liquor licenses and  the
like.    Each  jurisdiction  maintains  its  separate  regulatory
environment with discrete requirements and approvals necessary.

         In  each  jurisdiction  in  which  the  Company  has  an
opportunity  to develop a casino, the Company has consulted  with
local  officials as well as local advisors, including  attorneys,
accountants,  bankers and other professionals whose services  are
or  will be retained in order to ensure that the Company complies
with  all applicable regulatory requirements.  The Company  will,
of  necessity,  rely upon the consultation of  such  advisors  in
order to ensure compliance.

       Domestic:  Federal and State Law

        Ownership  and  operation  of gaming  establishments  are
extensively  regulated  by states in which  such  activities  are
permitted.    Colorado   has  adopted   numerous   statutes   and
regulations covering limited stakes gaming operations.   Existing
regulation  includes  various aspects  of  the  gaming  industry,
including  ownership,  operation and employment  in  all  limited
stakes gaming operations, taxation of revenues and regulation  of
equipment utilized in connection with such activities.  Virtually
all  aspects  of  ownership and operation  of  gaming  facilities
require licensing by the state.  Operators, machine manufacturers
and  distributors,  employees and retailers are  all  subject  to
extensive  investigation and regulation  prior  to  licensing  to
engage  in gaming activities.  The procedure for obtaining  these
licenses is time consuming and costly.

       Because the Company is a publicly traded corporation, each
of  the officers, directors and shareholders owning 5% or more of
the  equity interest must be approved under existing statutes and
regulations.  The criteria established in determining fitness  to
conduct  such  operations  include  financial  history,  criminal
record  and character, in addition to satisfaction of application
procedures set forth in the existing regulations.  As a result of
these  regulations,  any investor in the company  who  becomes  a
holder  of  5%  or  more of the Company's Common  Shares  may  be
required  to  submit  to  a  background  investigation,   provide
financial  statements  and  respond  to  inquiries  from   gaming
regulators   in  accordance  with  licensing  procedures.    Such
restrictions  may discourage acquisition of large blocks  of  the
Company's  Common Shares and depress the price of  the  Company's
Common Shares in any market which has or may develop.

        Under  current  regulations promulgated by  the  Colorado
Limited  Gaming Commission (the "Gaming Commission"),  no  gaming
licensee  may  issue  shares except in accordance  with  Colorado
gaming  laws  and  regulations; and any such  issuances  will  be
ineffective  and  such  stock shall not be  deemed  issued  until
compliance  is  obtained;  no  shares  of  the  licensee  may  be
transferred  except in accordance with Colorado Gaming  Laws  and
regulations;  and  if  the Gaming Commission  determines  that  a
holder of a licensee's securities is unsuitable, the licensee  or
a  suitable  person must, within sixty (60) days,  purchase  such
securities at the lesser of the unsuitable person's investment or
the  current  market price of such securities.   Any  person  who
becomes  a beneficial owner of five percent (5%) or more  of  the
Company's Common Stock must notify the Division of Gaming  within
ten (10) days after such person acquires such securities and must
provide  such additional information and be subject to a  finding
of  suitability as required by the Division of Gaming Commission.
The  Company  must  notify each person who  is  subject  to  this
regulation of its requirements as soon as it becomes aware of the
acquisition.  Further, each person who becomes a beneficial owner
of  more than ten percent (10%) of any class of voting securities
of  the  Company must apply to the Commission for  a  finding  of
suitability within ten (10) days after acquiring such securities.
The  Company  must  notify each person who  is  subject  to  this
regulation  and its requirements as soon as it becomes  aware  of
the acquisition.

        Existing  federal and state regulations may  also  impose
civil and criminal sanctions for various activities prohibited in
connection   with   gaming  operations.    State   statutes   and
regulations also prohibit various acts in connection with  gaming
operations,  including  false  statements  on  applications   and
failure or refusal to obtain necessary licenses described in such
regulations.  Violation of any of these existing or newly adopted
regulations  may  have  a  substantial  adverse  effect  on   the
operations of the Company and its subsidiaries.

       Domestic:  Liquor License

        The  Company  has  been granted a casino  tavern  license
issued  under the Colorado Liquor Code for the Bull  Durham.   As
revised  in 1993, the Colorado Liquor Code now includes a  casino
tavern  license which is issuable to duly licensed and  operating
limited gaming casinos.


Taxation

       International

       All jurisdictions in which the Company has the opportunity
to  develop  casino operations impose tax on revenues and  income
generated  as  a  permitted  gaming licensee.   The  Company  has
consulted  extensively with tax experts in each jurisdiction,  as
well  as international tax experts in the United States, for  the
purpose  of familiarizing itself with the tax laws of  each  such
jurisdiction,  as well as developing plans to take  advantage  of
any  and  all opportunities available to companies which  operate
foreign  businesses  on  a  multi-jurisdictional  basis.   It  is
possible  that  the  Company  may form  and  organize  controlled
corporations under the laws of foreign jurisdictions in order  to
maximize the advantages available under the circumstances.

       Domestic

       The operations of the Company and its subsidiaries will be
subject to taxation at both the Federal and State level.  Any net
profits  derived  from  the operations  of  the  Company  or  its
subsidiaries will be subject to United States Federal Income  Tax
and  state  income tax imposed by states in which  they  operate.
These  provisions  regarding Federal and  state  income  tax  are
generally applicable to all entities.

        The operations of the Company and its gaming subsidiaries
in  the  gaming  industry will also be subject to  special  taxes
imposed  by  the  states which permit such activities.   Colorado
imposes  a  variable  tax on "adjusted gross  proceeds"  obtained
within  its  boundaries.  Adjusted gross proceeds is  defined  to
include the total amount of all wagers made by players on limited
stakes gaming, less all payments received by such players.   With
regard to games of poker, adjusted gross proceeds means any  sums
wagered  in the poker hand, which may be retained by the operator
of  the  gaming establishment.  The tax ranges from  two  percent
(2%)  of  all  adjusted  gross proceeds up to  $2,000,000;  eight
percent  (8%) for all adjusted gross proceeds from $2,000,001  up
to  $4,000,000;  fifteen  percent (15%)  on  all  adjusted  gross
proceeds  from  $4,000,001 to $5,000,000;  and  eighteen  percent
(18%) on all adjusted gross proceeds in excess of $5,000,000.  In
addition, the Cities of Black Hawk and Central City, as  well  as
the State of Colorado, assess annual taxes, called "device fees",
on each gaming unit utilized in a casino.

         The  cumulative  impact  of  all  the  taxes,  fees  and
assessments  is  substantial, and there can be no assurance  that
future  increases in those taxes will not have a material adverse
effect on the Company's gaming interests and operations.

        All regulations affecting the operations of the Company's
limited gaming properties and businesses are subject to change by
the respective regulatory authorities.  Accordingly, there can be
no  assurance that there will not be enacted future amendments to
those  regulations  which  materially and  adversely  affect  the
business and profitability of the Company.

Service Marks

        The  Company  has received a Certificate of  Registration
from the United States Patent and Trademark Office of its Service
Mark "Global Casinos, Inc.", which includes both the name and the
Company's  logo as federally protected service marks for  use  in
connection with the Company's business.

        The Company has filed an application in the United States
Patent  and  Trademark  Office to register  "Casino  Masquerade",
including  both  the name and the casino's logo, as  a  federally
protected  service mark for use in connection with the  Company's
business.

        The  Company may seek to register or file intent  to  use
applications  for additional service marks or trademarks  in  the
future.   Although  the  Company regards  its  service  marks  as
valuable  assets  and intends to vigorously  defend  its  service
marks  against infringements, the Company does not  believe  that
the failure to obtain the service mark registrations for which it
may  apply, or the infringement by another entity of its  service
marks, would have a material adverse effect on the Company at the
present time.

Seasonality

       International

        St.  Maarten is an independent nation comprising part  of
the  Netherlands Antilles along with Curacao and  Bonnaire.   The
islands have experienced accelerated international recognition as
a  premier  Caribbean  resort destination,  hosting  millions  of
tourists  each winter season.  An advantage to be gained  by  the
Company  acquiring the Casinos in the Caribbean is  the  counter-
cyclic  effect  that its high winter season would have  with  the
Company's  domestic operations.  Typically, Caribbean destination
resorts  experience  the highest concentration  of  tourism  from
December through April of each year.

       Domestic

        The  Company's casino in Colorado, while not seasonal  in
the  conventional  sense, experiences a significant  increase  in
tourist  traffic  which occurs from May through  September.   The
Bull  Durham  Saloon  and Casino ("Bull Durham")  will  generally
realize  more  of its annual revenues during the tourist  season.
Based  on  historical precedent, the Bull Durham  should  not  be
expected  to  perform better than on a "break-even" basis  during
the winter months.

ITEM 2.   DESCRIPTION OF PROPERTIES

Corporate Offices:  Colorado Springs, Colorado

        The  Company's corporate headquarters were  relocated  to
5373  North  Union  Blvd., Suite 100, Colorado Springs,  Colorado
80918,  where  the  Company  is  sharing  office  space  with  an
affiliate.   These facilities are believed by the Company  to  be
suitable  and  adequate  to  meet the  Company's  needs  for  the
foreseeable  future.  The Company is currently not  paying  rent,
but is negotiating lease terms with the affiliate.

       Casino Las Vegas:  Bishkek, Kyrgyzstan

       The Company's right to operate the Casino Las Vegas in the
Naryn  Restaurant located in the City of Bishkek, Kyrgyzstan,  is
derived  from  an agreement initially entered into in  1992  (the
"Naryn Contract") between Corporation Restaurant Naryn and Aztec-
Talas-Four Star, Inc., a Nevada corporation ("ATF").   The  Naryn
Contract  was  assigned by ATF, with the consent  of  Corporation
Restaurant  Naryn,  to Global Group, the Company's  international
joint venture partner.  Global Group, in turn, assigned the Naryn
Contract  to  the International Joint Venture.  Pursuant  to  the
Dissolution Agreement, effective July 15, 1995, the International
Joint  Venture  assigned all rights in Casino Las Vegas  and  the
Naryn Contract with Corporation Restaurant Naryn to the Company.

        The  Company operated the Casino Las Vegas on the  second
floor  of  the Restaurant Naryn in Bishkek under a joint  venture
agreement with the Joint Stock Company Naryn.  The casino  opened
in  July,  1994.   Casino Las Vegas occupies approximately  4,000
square feet, and contains eighteen (18) slot machines, three  (3)
black jack tables, three (3) Caribbean Stud poker tables, one (1)
Let  it  Ride table, and two (2) roulette wheels.  The  Agreement
has a term of twenty (20) years, expiring on April 12, 2013.

        Net income generated from gaming operations at the casino
was  divided  sixty-one percent (61%) to the Company and  thirty-
nine  percent  (39%) to the Corporation Restaurant Naryn  through
September 1996, and 50% thereafter.

        In  April  of  1998,  due to a major change  in  taxation
policy,  Global  transferred its profit  interest  to  its  Joint
Venture Partner for assumption of liabilities.  This resulted  in
a loss of approximately $75,000.

Casino Masquerade:  Aruba, Netherland Antilles

        On  April  29, 1994, the Company closed upon a definitive
Stock  Purchase  Agreement purchasing a net  sixty-six  and  two-
thirds percent (66-2/3%) interest in the Casino Masquerade  which
is  located  in  the recently renovated Radisson Aruba  Caribbean
Resort  and  Casino  on  the Caribbean resort  island  of  Aruba,
Netherlands Antilles.  The Aruba Caribbean Resort and Casino (the
"Hotel")  is  owned  by  the Dutch Hotel and  Casino  Development
Corporation  N.V., an Aruba corporation ("Dutchco") and  operates
under  an  October  11, 1992 Management Agreement  with  Radisson
Hotel  Corporation.  Dutchco holds a gaming permit issued by  the
Nation of Aruba which authorizes it to operate a gaming casino on
the premises.  Under the authority of its Gaming License, Dutchco
has  leased  the  casino to Global Entertainment Group  N.V.,  an
Aruba corporation ("Global Entertainment") which, since 1993, has
operated the casino under an exclusive lease which has a term  of
five (5) years with automatic one (1) year extensions thereafter.

        Global Entertainment is wholly-owned by BPJ Holding N.V.,
a  Curacao  corporation.  The definitive Stock Purchase Agreement
provided  for the purchase by the Company of sixty-six  and  two-
thirds percent (66-2/3%) of the issued and outstanding shares  of
the  capital stock of BPJ Holding N.V.  Until July 15,  1995, the
remaining  thirty-three and one-third percent  (33-1/3%)  of  BPJ
Holding  N.V.  was owned by Broho Holding N.V.,  an  unaffiliated
company controlled by Kenneth D. Brown.  Effective July 15, 1995,
Broho  Holding  N.V. assigned its interest to the  Company.   The
Company presently holds one hundred percent (100%) of the  issued
and outstanding stock of BPJ Holding N.V.

       The Company leased the Casino Masquerade facility under an
operating lease which expires in December 2002, with an option to
renew  for  10  years.   The Casino occupied approximately  8,500
square  feet  in  the  Hotel under the  lease  agreement  between
Dutchco and Global Entertainment.  As rent under the January  18,
1993, lease agreement, Global Entertainment was obligated to  pay
Dutchco percentage rent based upon the gross gaming revenues (net
of  all  government taxes and fees) of the casino  equal  to  ten
percent  (10%)  of the gross gaming revenues for the  year  ended
December,  1995,  fifteen  percent  (15%)  for  the  year   ended
December,  1996,  and thereafter twenty percent  (20%)  of  gross
gaming  revenues.   Under the lease, "gross  gaming  revenue"  is
defined to mean (i) the net win from gaming activities, which  is
the  difference  between gaming wins and losses before  deducting
cost  and  expenses which shall include all markers, promises  to
pay  and checks received, less (ii) the Aruba gaming tax and  the
expenditures  related to the employment of government  inspectors
for  the  casino operation.  During December, 1995,  the  Company
reached  an agreement to modify the terms of the lease  agreement
whereby  beginning  January 1, 1996, the rent was  calculated  as
$400,000 per year plus fifteen percent (15%) of the gross  gaming
revenue over $4,000,000.

        The  Casino  has  been fully operational since  December,
1993,  when  extensive renovations to the Hotel  were  completed.
Operations at the casino currently consist of one hundred  fifty-
five  (155)  slot  machines, six (6) black jack tables,  two  (2)
roulette wheels, two (2) Caribbean Stud tables, three (3) Let  it
Ride  tables,  and one (1) craps table.  The casino  also  serves
liquor and provides a limited food service.  In September,  1998,
the  Company  was informed that Dutchco contemplates closing  the
property  from  March,  1998 through December,  1998  to  conduct
extensive  renovations.  The Company and  Dutchco  are  currently
negotiating a revised settlement agreement.

Pelican Casino:  St. Maarten, Netherlands Antilles

        Effective  August  1,  1996,  the  Company,  through  its
subsidiary  Global Pelican, entered into a cancelable  Management
and  Operating Lease Agreement (the "Pelican Agreement")  with  a
third  party, whereby Global Pelican agreed to lease and  operate
the  Pelican  Casino, located on the island of St. Maarten.   The
original  term of the lease was for five years, with  options  to
renew for three additional five-year terms.  Lease payments  were
scheduled  to  be  $30,000 per month for the initial  lease  term
beginning  in November 1996.  Rent expense in 1998 was  $225,000.
The  Pelican  Agreement provides that Global Pelican  would  also
purchase  the  equipment utilized at the casino for  $225,000  in
exchange for a note payable, subject to the owner providing clear
title  to the equipment.  The Pelican Agreement also states  that
until  the equipment liens and encumbrances are released,  Global
Pelican  has  the right to terminate the Pelican  Agreement.   At
June  30,  1998,  the  equipment remains  subject  to  liens  and
encumbrances, and Global Pelican has therefore not purchased  the
equipment.  In July 1998, Global Pelican renegotiated  the  terms
of  the  Pelican  Agreement, whereby Global  Pelican  is  to  pay
$20,000 per month through November 1998, of which $15,000  is  to
be  applied as monthly rent, and $5,000 as deferred rent  pending
completion of negotiations between Global Pelican and the lessor.
Global Pelican is continuing negotiations with the lessor.

Bull Durham Saloon and Casino:  Black Hawk, Colorado

        The  Bull  Durham Saloon and Casino ("Bull  Durham")  was
acquired by Casinos U.S.A., Inc. ("Casinos U.S.A.") in 1992,  for
a  purchase price of $3.5 million.  Casinos U.S.A. owns the  real
property and improvements subject to numerous security interests.
The  Bull Durham consists of approximately 4,700 square feet  and
currently  operates one hundred and thirteen (113) slot  machines
and  two  (2) black jack tables.  The casino also holds a  retail
liquor  license  issued by the State of Colorado,  and  offers  a
limited  food service in addition to beverages.  The  Company  is
currently exploring options to expand this property.


ITEM 3.   LEGAL PROCEEDINGS

       The Company is currently involved in the following pending
legal proceeding:
          
Securities and Exchange Commission Investigation

      The company previously reported an ongoing investigation by
the  Securities and Exchange Commission (the "Commission"),  into
various matters, including certain transaction and securities  by
the  company  and one of it's former officers and directors.   In
1998, the company entered into a voluntary stipulated decease and
desist  order with the Commission pursuant to which  the  company
agreed,  interalia, not to violate any provisions of the  federal
securities laws in the future.  As a result of entering into  the
voluntary  stipulated  cease  and desist,  investigation  by  the
commission has been brought to a conclusion which, in the opinion
of  management, will not have a material adverse affect upon  the
business of the company in the future.

ITEM  4.         SUBMISSION  OF MATTERS TO  A  VOTE  OF  SECURITY
HOLDERS

      No  matters  were  submitted to a  vote  of  the  Company's
shareholders during the quarter ended June 30, 1998.




PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  outstanding shares of Common Stock are traded over-
the-counter  and traded on the NASDAQ SmallCap Market  under  the
symbol "GBCS".  The reported high and low bid and ask prices  for
the Common Stock are shown below for the period from July 1, 1996
through September 30, 1998:

                          Bid             Ask
                          High    Low     High    Low

1998 Fiscal Year

        First Quarter     3.25    2.75    3.50    3.00
        Second Quarter    4.50    3.75    4.87    3.87
        Third Quarter     3.50    2.50    3.62    2.62
        Fourth Quarter    3.12    2.00    3.25    2.25

1997 Fiscal Year

        First Quarter     7.50    3.75    8.13    4.38
        Second Quarter    4.69    3.13    5.00    3.44
        Third Quarter     4.25    2.25    4.75    2.75
        Fourth Quarter    3.63    2.63    3.88    2.88






   The  bid  and ask prices of the Company's Common Stock  as  of
September 30, 1998, were 1.375 and 1.50 respectively, as reported
on  NASDAQ.  The prices represented above are bid and ask  prices
which  represent prices between broker-dealers and do not include
retail  mark-ups and mark-downs or any commissions to the broker-
dealer.  The prices do not reflect prices in actual transactions.
As  of  September 30, 1998, there were approximately  900  record
owners of the Company's Common Stock.

      The  Company's  Board  of Directors  may  declare  and  pay
dividends  on  outstanding shares of Common Stock  out  of  funds
legally  available therefor in its sole discretion;  however,  to
date  no  dividends  have  been paid and  the  Company  does  not
anticipate  the  payment of dividends in the foreseeable  future.
Further,  under  the  terms  of the Convertible  Preferred  Stock
issued by the Company, the Company is restricted from paying cash
dividends  on Common Stock during the period that the Convertible
Preferred  Stock  is outstanding.  The Company was  obligated  to
redeem  any outstanding shares of Convertible Preferred Stock  on
or  before  May 31, 1995, and the Company is in default  on  this
obligation  with  holders  of  Preferred  Stock  representing  an
aggregate  redemption value of $33,500.  Such holders having  not
entered into letter agreements with the Company in May, 1995,  as
described elsewhere in this report.  (See ITEM 1. DESCRIPTION  OF
BUSINESS, Financing.)

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion and analysis should be read in
conjunction with the Financial Statements and Notes thereto
appearing elsewhere in this Report.

Liquidity And Capital Resources - June 30, 1997 Compared To
June 30, 1998

     The Company has continued its efforts to formulate
plans and strategies to address the Company's financial
condition and increase profitability.  In December 1996, the
Bankruptcy Court approved Casinos U.S.A.'s Second Amended
Plan of Reorganization (See Note 3).  As a result, a
significant amount of the Company's debt has been
extinguished and/or restructured.  Management continues to
negotiate with creditors of debt that remains in default.
The Company also continues to explore acquisition
opportunities, such as the acquisition of ABS which occurred
in August 1997 (See Note 14).  Management believes that
these plans will result in increased liquidity and future
profitability.  On October 18, 1995, Casinos U.S.A. filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code.  On December 18, 1996, the Bankruptcy Court
confirmed the Company's Second Amended Plan of
Reorganization (the "Plan").

     As a result, the Company reported an extraordinary gain
on debt extinguishment of $1,554,488 for 1997.  In addition,
the Senior Secured Debt Holders and the Junior Secured Debt
Holders received warrants that permit their holders to
purchase from the reorganized Debtor an amount of common
stock so that immediately after exercise, the Warrant
holders will own eighty percent (80%) of the common stock of
the Debtor.  The Warrants shall be exercisable at any time
from one year after the Effective Date and before seven (7)
years after the Effective Date, but only subsequent to a
sale of substantially all of the Debtor's assets, merger,
recapitalization, refinance or other restructuring.  The
Warrants shall terminate after all of the indebtedness to
that holder of the Warrant has been paid, even where seven
(7) years from the Effective Date have not passed, so long
as there has been no merger, recapitalization,
restructuring, refinance or sale of substantially all of the
assets of the Debtor prior to the payment of such
indebtedness.

     In October, 1996, the Company raised $630,250 through
an offering of Units ("Units"), each Unit consisting of one
(1) eight percent (8%) $1,000 convertible Promissory Note
("Promissory Note"), 200 Class E Common Stock Purchase
Warrants ("E Warrants"), 200 Class F Common Stock Purchase
Warrants ("F Warrants"), and 200 Class G Common Stock
Purchase Warrants ("G Warrants").  The Promissory Note is
convertible to common stock at $5.00 per $1.00 loaned and
the Promissory Notes are due October 31, 1998.  The Class E
Warrants, F Warrants and G Warrants are exercisable at
$6.00, $7.00, and $8.00, respectively.

     By Letter Agreement dated July 31, 1996, the Company
was able to renegotiate the terms of a $750,000 Convertible
Note.  The restructured terms call for the conversion price
to be lowered from $30.00 per $1.00 loaned to $10.00 per
$1.00 loaned.  Interest on the Convertible Note was reduced
from nine percent (9%) to seven percent (7%) and all prior
accrued interest was waived which resulted in an
extraordinary gain of $164,627 from debt restructuring.  In
addition, the Company assigned its secured indebtedness on
Casinos in the amount of $249,418 to the holder of the
$750,000 Convertible Note as a principal reduction of this
note.  This Letter Agreement is effective upon the Effective
Date of Casinos U.S.A.'s Bankruptcy Plan.

     On November 18, 1996, the Company effected a one-for-
ten (1-for-10) reverse split of its securities pursuant to
the prior authorization of its shareholders and Board of
Directors.

     The Company performs an annual assessment to determine
whether there has been an impairment in the carrying values
of its land, buildings, equipment and leasehold and contract
rights.  In performing this assessment, management considers
available appraisal information, current and projected
sales, operating income, and annual cash flows on an
undiscounted basis.  If management determines that an
impairment has occurred, an impairment loss is recognized,
based on the difference between the assets' carrying values
over the estimated fair values.  Based on its annual review,
the Company does not believe that any impairments have
occurred on its land, buildings, equipment, leasehold and
contract rights during 1997.

     During the year ended June 30, 1997, the Company made
advances to a related company (evidenced by a convertible
promissory note bearing interest at 10%, "Convertible Note")
that was formed to explore opportunities related to
entertainment and gaming sites on the Internet.  In May
1997, the Company entered into an agreement to exchange the
Convertible Note for 30,000 shares of Convertible Preferred
Stock to First Entertainment, Inc. ("FEI").  The agreement
was contingent upon FEI shareholders' approval, which was
obtained at a shareholders meeting, held in November 1997.
Based upon the financial resources of FEI and the financial
condition of the maker of the convertible note, the Company
recorded an impairment of the convertible note in the amount
of $385,418 at June 30, 1997.

     The Company's balance sheet reflects a decrease in
current assets, an increase in total assets, and an increase
in working capital.  Specifically, during the year ended
June 30, 1998, current assets increased from $1,318,717 at
June 30, 1997, to $1,898,478 at June 30, 1998, an increase
of $579,761 or 30.5%.  Decreases in cash of $185,028 or 17%
and current portion of notes receivable of $2,978 or 1%, the
majority of which is due to deferred rent and other prepaid
expenses at Global Pelican and Alaska Bingo Supply.  These
were offset by increases in receivables from related parties
of $5,083, or 5%, accounts receivable of $308,892, or 492%
and prepaid and other of $149,878, or 108%,

     The Company's net investment in land, buildings and
equipment decreased by $218,043, or 4.06%.  The decrease is
primarily attributed to Depreciation and Amortization
expense.

     Current liabilities increased from $2,043,024 at June
30, 1997, to $4,551,428 at June 30, 1998.  This increase is
comprised of an incline in accounts payable of $355,182,
mandatory redeemable preferred stock of $13,500, and current
portion of long-term debt including debt in default of
$1,295,500.  The majority of the increases in the current
portion of long-term debt of $1,363,500, was the direct
result of an increase in accrued expenses of $385,586.

     Long-term debt less current portion decreased from
$4,052,900 at June 30, 1997 to $3,212,472 at June 30, 1998.
This decrease is comprised of $2,590,457 of debt issued
pursuant to the Plan of Reorganization as confirmed by the
Bankruptcy Court, restructuring of $500,581 of debt
previously regarded as current portion of long-term debt,
and new net long-term debt borrowing of $909,596, the
majority of which was the issuance of $630,250 of
convertible debt.

     As a result of the foregoing increase in current assets
and an even greater increase in current liabilities, the
Company's working capital increased from $724,307 on June
30, 1997, to $2,652,950 on June 30, 1998, or a 266%
decrease.  Approximately $1,553,599 is comprised of debt in
default included in the current portion of long-term debt
and Aruban controller costs.  The Company is attempting to
negotiate these debts.  The current ratio decreased from .65
to .41.

     During the fiscal year ended June 30, 1998, the Company
was able to negotiate $109,279 of debt to accept an
aggregate of 21,261 shares of Common Stock in satisfaction
of this debt.  During the year ended June 30, 1998, the
Company reported net loss of $2,288,699.  During fiscal year
1998, the Company negotiated the conversion of $3,291,000 of
debt related to the Alaska Bingo Supply acquisition, into
shares of Class B Preferred Stock.  As a result of the
foregoing, stockholders' equity increased from $3,036,258 at
June 30, 1997 to $4,285,950 at June 30, 1998, or a 41.15%
increase.

     As a result of a net income during the year ended
June 30, 1997, of $386,016, together with non-cash net
expenses of $44,955 (comprised of amortization and
depreciation of $869,969, reserve for receivables of
$79,600, minority interest of $171,819, loss on investment,
loan and advances to affiliate of $385,418, offset by a gain
from debt restructuring of $1,551,488, and a decreases in
operating assets and liabilities totaling $62,342).  This
compares with net cash provided in operations of $551,397
for the year ended June 30, 1998, based on a net loss of
$2,288,699, net non-cash items of $1,094,206 (comprised of
amortization and depreciation of $1,053,533, reserve for
receivables of $38,888, minority interest of $24,607, and
offset by a net gain on sales/purchases of securities of
$22,822.)

     Net cash used by investing activities for the year
ended June 30, 1998 was $960,113.  This compares with net
cash used by investing activities of $1,035,170 for the year
ended June 30, 1997.  For the year ended June 30, 1998, the
Company used $573,269 for the purchase of equipment and
$407,493 for the acquisition of Alaska Bingo Supply.  This
compares to $543,422 for the purchase of equipment for the
year ended June 30, 1997.  Offset against this, the Company
received $48,243 of principal payments on its notes
receivable for the year ended June 30, 1998. This compares
with principal payments on its notes receivable of $53,735.

     Net cash provided by financing activities for the year
ended June 30, 1998, was $223,688.  This compares with net
cash used by financing activities of $917,448 for the year
ended June 30, 1997.  Specifically, cash provided by
financing activities from borrowings against notes payable
was $170,000 for the year ended June 30, 1998.  Offset
against the cash provided by financing activities were
promissory note principal reduction payments in the amount
of $697,172.  For the year ended June 30, 1998, there were
no proceeds from the issuance of Common Stock, therefore,
this was offset by debt payments of $662,729.  Neither the
Company nor any of its subsidiaries have any commercial bank
credit facilities.

Subsequent Events

     On August 1, 1997, the Company acquired 100% of the
outstanding Common Stock of Anchorage-based Alaska Bingo
Supply, Inc. ("ABS").  ABS will be operated by the Company's
wholly-owned subsidiary, Global Alaska Corporation ("Global
Alaska").

     The Company purchased ABS for $4,400,000, of which
$400,000 was paid in cash at closing, with the $4,000,000
balance in the form of a promissory note bearing interest at
eight percent (8%) and to be amortized monthly over a term
of seven (7) years beginning in October, 1997.  During the
term of the note, the noteholder has the option to convert
up to $2,500,000 of the promissory note into shares of the
Company's Common Stock at a price of ten dollars ($10) per
share.

     In order to fund this acquisition, the Company borrowed
$350,000 from third parties and $75,000 from an affiliate.
The promissory notes are due in equal monthly payments from
January 1998 through April 1998.  The promissory notes to
third parties are secured by a note receivable by the
Company.  Interest on $200,000 of the notes is at 24% and
interest on the remaining $225,000 (including the affiliate
note) is at 12%.  Additionally, the holder of the $150,000,
12% note was issued warrants to purchase 15,000 shares of
the Company's common stock at an exercise price of $3.00 per
share.  The warrants expire June 2000.

     Other than the foregoing, Management knows of no other
trends, events or uncertainties that have or are reasonably
likely to have a material impact on the Company's short-term
or long-term liquidity.

Results Of Operations - Year Ended June 30, 1998 Compared To
Year Ended June 30, 1997

     A comparison of the results of operations of the
Company for the year ended June 30, 1997, with the results
of operations for the year ended June 30, 1998, demonstrates
the Company's concentration on improving operating results.
For the year ended June 30, 1997, the Bull Durham Saloon and
Casino in Black Hawk, Colorado, Casino Las Vegas in Bishkek,
Kyrgyzstan, and Casino Masquerade in Aruba operated for the
entire twelve-month period.  For the year ended June 30,
1998, the Bull Durham, Casino Las Vegas and Casino
Masquerade operated for the entire twelve-month period, and
the Pelican Casino in St. Maarten began operations in August
1996.

     Net revenues for the year ended June 30, 1998, were
$11,335,393 based on casino revenues of $8,077,148, revenues
from the sale of food of $187,174, and other income of
$115,725.  Net revenues for the year ended June 30, 1997,
were $9,234,097 comprised of casino revenues of $8,978,720,
food and beverage of $195,550, and other revenues of
$59,827.

     More specifically, revenues at Casino Las Vegas,
Pelican Casino and Casino Masquerade increased from
$4,675,507 at June 30, 1997 to $5,735,134 at June 30, 1998.
This increase is due to better management of the casinos.
At June 30, 1998, net revenues from domestic operations were
$2,440,377 comprised of $2,342,014 from Bull Durham, $90,348
from food and beverage and other domestic income of $8,016,
compared to net revenues at June 30, 1997 of $2,248,645 from
Bull Durham and $19,000 in other revenue from domestic
operations.

     With the acquisition of Alaska Bingo Supply, net
revenues at June 30, 1998, were $2,967,343, based on bingo
revenues of $2,955,346 and other revenues totaling $11,996.

     Total operating expenses increased from $9,568,008 for
the year ended June 30, 1997 to $12,670,205 for the year
ended June 30, 1998, an increase of 32%.

     As a result of the increase in net revenues, and an
increase in operating expenses, losses from operations were
increased 299% to a loss of $1,334,812 for the year ended
June 30, 1998, from a loss of $333,911 for the year ended
June 30, 1997.  Interest income decreased 25% while interest
expense increased 101% over the same period due to the
Chapter 11 proceedings of Casinos U.S.A.  Losses before
reorganization items, minority interest, and extraordinary
items increased 129% from a loss of $2,264,092 for the year
ended June 30, 1998, to a loss of $990,150 for the year
ended June 30, 1997.

     For the year ended June 30, 1998, the Company had net
expenses from asset of abandonment and impairment of gaming
facility of $967,387 and loss on disposition of equipment of
$349,763.  The Company reported that there was no gain from
debt restructuring for year end June 30, 1998, compared to a
gain from debt restructuring of $1,551,488 for the year
ended June 30, 1997.  Due to a decrease in the operating
results of Casino Las Vegas, the Company reported minority
interest expense of $24,607 for the year ended June 30,
1998, compared to a minority interest expense of $171,819
for the year ended June 30, 1997.

     As a result of the foregoing, the Company reported a
net loss for the year ended June 30, 1998, of $2,288,699,
from the net income for the year ended June 30, 1997, of
$386,016.  This translates into a net loss per share of
$1.61 based on 1,460,371 weighted average shares outstanding
for the year ended June 30, 1998, and net income per share
of $.29 based on 1,350,418 weighted average shares
outstanding for the year ended June 30, 1997.

     Other than the foregoing, management knows of no
trends, or other demands, commitments, events or
uncertainties that will result in, or that are reasonably
likely to result in, a material impact on the income and
expenses of the Company.

Private Securities Litigation Reform Act

     Certain statements in this Annual Report on Form 10-KSB
which are not historical facts are forward-looking
statements, such as statements relating to future operating
results, existing and expected competition, financing and
refinancing sources and availability and plans for future
development or expansion activities and capital
expenditures.  Such forward-looking statements involve a
number of risks and uncertainties that may significantly
affect the Company's liquidity and results in the future
and, accordingly, actual results may differ materially from
those expressed in any forward-looking statements.  Such
risks and uncertainties include, but are not limited to,
those related to effects of competition, leverage and debt
service financing and refinancing efforts, general economic
conditions, changes in gaming laws or regulations (including
the legalization of gaming in various jurisdictions) and
risks related to development and construction activities.

Recently Issued Accounting Pronouncements

     The Financial Accounting Standards Board ("FASB")
recently issued Statement of Financial Accounting Standards
No. 128, EARNINGS PER SHARE ("SFAS No. 128"), which is
effective for fiscal years ending after December 15, 1998.
This statement replaces the presentation of primary earnings
per share ("EPS") with a presentation of basic EPS.  It also
requires dual presentation of basic and diluted EPS on the
face of the income statement for all entities with complex
capital structures and requires reconciliation of the
numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS
computation.  Basic EPS excludes dilution.  Diluted EPS
reflects the potential dilution that could occur if
securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the
issuance of common stock that then shared the earnings of
the entity.  Diluted EPS is computed similar to fully
diluted EPS.  SFAS No. 128 requires restatement of all EPS
data that was presented in previously filed reports.
Management believes that implementation of SFAS 128 will not
have a material effect on earnings per share.

     The FASB also recently issued SFAS No. 130, REPORTING
COMPREHENSIVE INCOME, which establishes requirements for
disclosure of comprehensive income and is effective for
fiscal years beginning after December 15, 1998.
Reclassification of earlier financial statements for
comparative purposes is required.  Management believes that
implementation of SFAS 130 will not materially effect the
Company's financial statements.



ITEM 7.   FINANCIAL STATEMENTS

     The following financial statements are filed as part of this
report:   1.Report of Independent Auditors; 2. Audited Balance
Sheet as of June 30, 1998; 3. Audited Statements of Operations as
of June 30, 1998 and 1996; 4. Audited Statements of Changes in
Stockholders' Equity for the years ended June 30, 1998 and 1996;
5. Audited Statements of Cash Flows for the years ended June 30,
1998 and 1996; and  6. Notes to Financial Statements. All
schedules are omitted since the required information is not
present or is not in amounts sufficient to require submission of
the schedule, or because the information required is included in
the financial statements and notes thereto.
                            PART III

     Part III, Items 9, 10, 11 and 12, are incorporated herein by
reference from the Registrant's definitive proxy statement
relating to its Annual Meeting of Shareholders which will be
filed in an amendment within 120 days of June 30, 1998.

                             PART IV


ITEM 13.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

     FINANCIAL STATEMENTS

     The following financial statements are filed as part of this
     report:


    1.    Audited Balance Sheet as of June 30, 1998;

    2.    Audited Statements of Operations as of June 30,
          1998 and 1997;

    3.    Audited Statements of Changes in Stockholders'
          Equity for the years ended June 30, 1998 and 1997;

    4.    Audited Statements of Cash Flows for the years
          ended June 30, 1998 and 1997; and

    5.    Notes to Financial Statements.


     EXHIBITS

          a.    The following Exhibits are filed as part of this
                Report pursuant to Item 601 of Regulation S-B:

           Exhibit N    Title

           *   1.0      Articles of Amendment to the Articles of
                        Incorporation dated June 22, 1994

           *   3.1      Amended and Restated Articles of
                        Incorporation

           *   3.2      Bylaws

           *   3.3      Certificate of Designations,
                        Preferences, and Rights of Series A Convertible
                        Preferred Stock

           *   4.1      Specimen Certificate of Common Stock

           *   4.2      Specimen Class A Common Stock Purchase Warrant

           *   4.3      Specimen Class B Common Stock Purchase Warrant

           *   4.4      Specimen Class C Common Stock Purchase Warrant

           *   4.5      Warrant Agreement

           *   5.0      Opinion of Neuman & Drennen, LLC
                        regarding the legality of the securities being
                        registered

           *  10.1      Selling Agent Agreement

           *  10.2      The Casino-Global Venture I Joint Venture Agreement

           *  10.3      Assignment of Casino-Global Joint
                        Venture Agreement dated January 31, 1994

           *  10.4      Nonresidential Lease Agreement between
                        Russian-Turkish Joint Venture Partnership with
                        Hotel Lazurnaya and Global Casino Group, Inc.
                        dated September 22, 1993

           *  10.5      Contract by and between Aztec-Talas-Four
                        Star, Inc. and Global Casinos Group, Inc. dated
                        April 12, 1993, and Addendum to Agreement by and
                        between Aztec-Talas-Four Star, Inc., Global
                        Casinos Group, Inc. and Restaurant "Naryn" dated
                        June 29, 1993.

           *  10.6      Agreement and Plan of Reorganization
                        among Silver State Casinos, Inc., Colorado Gaming
                        Properties, Inc. and Morgro Chemical Company,
                        dated September 8, 1993, incorporated by reference
                        from the Company's Current Report on Form 8-K,
                        dated September 20, 1993

           *  10.7      Agreement and Plan of Reorganization
                        among Casinos U.S.A., Lincoln Corporation,
                        Woodbine Corporation and Morgro Chemical Company,
                        dated October 15, 1993, incorporated by reference
                        from the Company's Current Report on Form 8-K,
                        dated November 19, 1993

           *  10.8      Stock Pooling and Voting Agreement,
                        incorporated by reference from the Company's
                        Current Report on Form 8-K, dated November 19,
                        1993

           *  10.9      Employment Agreement, dated September
                        28, 1993, between Morgro Chemical Company and
                        Nathan Katz, incorporated by reference from the
                        Company's Current Report on Form 8-K, dated
                        November 19, 1993

           *  10.10     Employment Agreement, dated October 15,
                        1993, between Morgro Chemical Company and William
                        P. Martindale, incorporated by reference from the
                        Company's Current Report on Form 8-K, dated
                        November 19, 1993

           *  10.11     Asset Acquisition Agreement by and among
                        Global Casinos, Inc., Morgro, Inc. and MDO,
                        L.L.C., dated as of February 18, 1994,
                        incorporated by reference from the Company's
                        Current Report on Form 8-K, dated February 18,
                        1994

           *  10.12     Stock Purchase Agreement, dated March
                        25, 1994, incorporated by reference from the
                        Company's Current Report on Form 8-K, dated April
                        29, 1994

           *  10.13     Articles of Incorporation of BPJ Holding
                        N.V., incorporated by reference from the Company's
                        Current Report on Form 8-K, dated April 29, 1994

           *  10.14     Aruba Caribbean Resort and Casino Lease
                        Agreement, dated  January 18, 1993, incorporated
                        by reference from the Company's Current Report on
                        Form 8-K, dated April 29, 1994

           *  10.15     Aruba Gaming Permit issued to Dutch
                        Hotel and Casino Development Corporation,
                        incorporated by reference from the Company's
                        Current Report on Form 8-K, dated April 29, 1994

           *  10.16     Letter Agreement between Astraea
                        Investment Management, L.P. and Global Casinos,
                        Inc. dated May 11, 1994

           *  10.17     Guaranty from Global Casinos, Inc. to
                        Astraea Investment Management, L.P. dated May 19,
                        1994

           *  10.18     Secured Convertible Promissory Note in
                        favor of Global Casinos, Inc. from Astraea
                        Investment Management, L.P. dated May 19, 1994

           *  10.19     Registration Rights Agreement between
                        Global Casinos, Inc. and Astraea Investment
                        Management, L.P. dated May 11, 1994

           *  10.20     Employment Agreement, dated July 1,1994, 
                        between Global Casinos, Inc. and Peter Bloomquist

           ** 10.21     Letter of Agreement, dated September 16,
                        1994 between Astraea Management Services, L.P.,
                        Casinos U.S.A., Inc. and Global Casinos, Inc.

           ***10.23     Letter of Agreement dated June 27, 1995,
                        between Global Casinos, Inc., Global Casinos
                        International, Inc., Global Casinos Group, Inc.,
                        Broho Holding, N.V., and Kenneth D. Brown
                        individually.

           *  10.24     Second Amended Plan of Reorganization of
                        Casinos USA, Inc., and Order Confirming Plan

           *  10.25     Warrant Agreement


           *  Incorporated by reference to the Registrant's Registration
              Statement on Form SB-2, Registration No. 33-76204, on file
              with the Commission on August 11, 1994.

           ** Incorporated by reference to the Registrant's Annual Report
              on Form 10-KSB for year ended June 30, 1994.

           ***Incorporated by reference to the Registrant's Current Report
              on Form 8-K dated July 15, 1995.


     REPORTS ON FORM 8-K

     The Registrant did not file any Current Reports on Form 8-K
     during the Fourth Quarter ended June 30, 1998.

              GLOBAL CASINOS, INC. AND SUBSIDIARIES

                CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEARS ENDED
                     JUNE 30, 1998 AND 1997




                  INDEX TO FINANCIAL STATEMENTS



                                                          
Consolidated Balance Sheet - June 30, 1998                 

Consolidated Statements of Operations - For Years
Ended June 30, 1998 and 1997                               

Consolidated Statements of Stockholders' Equity - For
Years Ended June 30, 1998 and 1997                         

Consolidated Statements of Cash Flows - For Years
Ended June 30, 1998 and 1997                               

Notes to Consolidated Financial Statements                 





              GLOBAL CASINOS, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                          June 30, 1998
                              ASSETS

Current assets:
  Cash                                                                863,343
  Accounts receivables:
    Trade, net of allowance for doubtful accounts of $26,140          371,602
    Employees                                                          16,282
  Inventory                                                           284,978
  Prepaid rent                                                        192,800
  Current portion of notes receivable                                  60,623
  Marketable Securities                                                12,980
  Other                                                                95,870

    Total current assets                                            1,898,478

Land, buildings and equipment:
  Land                                                                526,550
  Buildings                                                         4,043,870
  Equipment                                                         2,040,944
                                                                    6,611,364
  Accumulated depreciation                                         (1,460,096)

                                                                    5,151,268

Other assets:
    Leasehold and contract rights, net of amortization of           2,643,348
    $1,199,095 Goodwill, net of amortization of $110,230            2,054,275
    Notes receivable, net of current portion, including receiv        290,340
    Other assets, net of amortization of $23,700                       24,197

                                                                    5,012,160

                                                                   12,061,906

                          (continued)



              GLOBAL CASINOS, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                          June 30, 1998
                          (continued)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                    673,381
  Accrued expenses                                                  1,344,466
  Accrued interest, including $53,390 to a related party              294,131
  Note payable                                                        245,000
  Current portion of long-term debt,including debt in default and
       $428,690 to a related party                                  1,920,950
  Mandatory redeemable convertible Class A preferred stock, in         33,500
  Other                                                                40,000

    Total current liabilities                                       4,551,428

Long-term debt:
  Long-term debt, less current portion                              3,212,472
  Other                                                                12,056

                                                                    3,224,528

Commitments and contingencies

Stockholders' equity:
  Class A preferred stock - convertible nonvoting, $2 par value;
   10,000,000 shares authorized;109,000 shares issued and outstanding 218,000
  Class B preferred stock - convertible nonvoting, $.01 par value;
   10,000,000 shares authorized;329,178 shares issued and outstanding   3,292
  Common stock - $.05 par value; 50,000 shares authorized;
    1,504,344 shares issued and outstanding                            12,180
  Additional paid-in capital                                       12,614,495
  Accumulated deficit                                              (8,562,017)

                                                                    4,285,950

                                                                   12,061,906

                          See accompanying notes.


                    GLOBAL CASINOS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      For years ended June 30,
                                                            1998        1997
Revenues:
  Casino                                                 8,077,148   8,978,720
  Bingo                                                  2,955,346
  Food and beverage                                        187,174     195,550
  Other                                                    115,725      59,827
                                                        11,335,393   9,234,097
Expenses:
  Cost of sales                                          1,730,049
  Operating, general, and administrative                 8,919,236   8,698,312
  Depreciation and amortization                          1,053,533     869,696
  Transfer of interest in gaming facility                  220,835
  Impairment of gaming facility                            746,552
                                                        12,670,205   9,568,008

Loss from operations                                    (1,334,812)   (333,911)
Other income (expense):
  Interest income                                           34,756      46,743
  Interest expense, including $35,554 and $25,000, 
    respectively,to a related party                       (637,094)   (317,564)
  Loss on disposition of equipment                        (349,763)
  Loss on investment, loan and advances to Global Internet          
  Corporation                                                         (385,418)
  Other income                                              22,821
                                                          (929,280)   (656,239)

Loss before reorganization items, minority interest,
  and extraordinary item                                (2,264,092)   (990,150)
Reorganization items:
  Interest earned on accumulated cash resulting from                     7,608
  Chapter 11 proceedings
  Professional fees                                                    (11,111)
Minority interest in income of subsidiaries                (24,607)   (171,819)
Extraordinary item:
  Gain from debt restructuring                                        1,551,488

Net loss                                                 (2,288,699)    386,016
Dividends on Class B preferred stock                        (64,989)

Net loss available to common stockholders                (2,353,688)    386,016

Earnings per share:
  Basic                                                       (1.61)       0.29 
  Diluted                                                     (1.61)       0.29
  Weighted average shares outstanding                     1,460,371   1,350,418
                                
                                

                                    See accompanying notes.

<TABLE>
                      GLOBAL CASINOS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     For Years Ended June 30, 1998 and 1997
<CAPTION>
                                                                              Additional
                      Class A Preferred SClass B Preferred Common Stock         Paid-in  Accumulated
                       Shares    Amount   Shares   Amount   Shares    Amount    Capital    Deficit     Total

<C>                   <C>      <C>       <C>       <C>    <C>        <C>     <C>         <C>           <C>
1-for-10 reverse
stock split                                                           (58,076)     58,076                       -
Shares issued                                                                                                  
in conversion of      (540,750)   (982,823)                   96,131      480     982,343                       -
  preferred stock                                                                                              
  to common stock                                                                                               -
Shares issued in
debt conversion                                               21,261       106    109,172                 109,278
Net income                                                                                   386,016      386,106

Balances at
June 30,1997           147,750     268,538                 1,400,811     7,004  8,969,045 (6,208,329)   3,036,258
Shares issued
in debt conversion                         340,329   3,403     1,250        62  3,406,073               3,409,538
Shares issued
for services                                                  32,894     1,645    116,206                 117,851
Shares issued
in conversion of       (38,750)    (50,538)                    9,389       469     50,069                       -
  preferred stock
  to common stock                                                                                               -
Shares issued in
exercision of options                                         60,000     3,000    184,500                 187,500
Redemption of
preferred stock                            (11,151)   (111)                      (111,398)               (111,509)
Dividends on Class B
preferred stock                                                                              (64,989)     (64,989) 
Net loss                                                                                  (2,288,699)  (2,288,699)

Balances at
June 30, 1998        $109,000 $    218,00 $329,178  $3,292 $1,504,344 $12,180 $12,614,495 $(8,562,017)$4,285,950 

              GLOBAL CASINOS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASHFLOWS
                                                       For years ended June 30,
                                                            1998        1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                       (2,288,699)    386,016
Adjustments to reconcile net income(loss) to net cash
  provided by operating activities:
  Depreciation and amortization                          1,053,533     869,696
  Provision for uncollectible receivables                   38,888      79,600
  Minority interest                                         24,607     171,819
  Net gain on sales/purchases of securities                (22,822)
  Extraordinary gain from extinguishment of debt                    (1,551,488)
  Loss on investment, loan and advances to Global Internet             385,418
  Corporation
  Stock issued for services                                 30,000
  Transfer of interest in gaming facility                  220,835
  Impairment of gaming facility                            746,552
  Write-off of Aruban controller costs                    (318,911)
  Loss on disposition of buildings and equipment           349,763
  Changes in operating assets and liabilities:
    Accounts receivable                                   (195,235)     18,840
    Inventory                                                1,697
    Prepaid expenses and other current assets             (158,155)   (109,333)
    Other assets                                            25,091
    Accounts payable                                       407,652    (248,363)
    Accrued expenses and interest                          603,091     276,514
    Other current liabilities                               40,000
    Other liabilities                                       (6,490)
                                                         2,840,096    (107,297)
    Net cash provided by operating activities              551,397     278,719

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                   (573,269)   (543,422)
  Purchases of securities, net of sales                    (27,594)
  Collections on notes receivable                           48,243      53,735
  Acquisition of Alaska Bingo Supply, net of cash 
  acquired                                                (407,493)
  Other assets                                                          (8,643)
  Investment, loan and advances to Global Internet                    (385,418)
  Corporation
  Proceeds from sale of equipment                                        1,999
  Distribution to minority interest                                   (153,421)
    Net cash used in investing activities                 (960,113) (1,035,170)

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal payments on long-term debt                    (697,172)   (662,729)
  Issuances of long-term debt                              749,036
  Borrowings against notes payable                         170,000   1,580,177
  Proceeds from issuance of common stock                   187,500
  Redemption of mandatory preferred stock                  (20,000)
  Redemption of Class B preferred stock                   (111,510)
  Payment of dividends on Class B preferred stock          (54,166)
    Net cash provided by financing activities              223,688     917,448
Net (decrease) increase in cash                           (185,028)    160,997
Cash at beginning of year                                1,048,371     887,374

Cash at end of year                                        863,343   1,048,371
                                
                           (continued)


              GLOBAL CASINOS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Continued)
                                                     For years ended June 30,
                                                         1998         1997

Supplemental cash flow information:
  Cash paid for interest                                458,510       122,717

Debt converted to common stock:
  Mandatory redeemable preferred stock                                 35,000
  Accrued expenses, related parties                                    74,279
  Accounts payable, including $80,000 to avelated party  87,849
  Long-term debt                                          6,250
                                                        109,279       109,279

Debt converted to Class B preferred stock             3,403,291
Class A preferred stock converted to common stock        50,538
Proceeds of note payable used to purchase note 
receivable                                               75,000
Dividends accrued on Class B preferred stock             10,822

Acquisition of Alaska Bingo Supply:
  Fair value of assets acquired                         680,865
  Intangible assets                                   3,935,463
  Liabilities assumed                                  (134,587)
  Fair value of assets exchanged                     (4,074,218)

  Cash received, net of cash acquired                   407,523

Extinguishment of debt:
  Liabilities released:
    Note payable                                                       101,335
    Accrued interest                                                   164,627
    Net debt relieved in Chapter 11 proceeding                       2,503,114
  Assets relinquished:
    Note receivable and equipment, respectively, net                (1,217,588)
  Extraordinary gain                                                 1,551,488

Property foreclosure:
  Note receivable acquired in Chapter 11 proceeding, 
    assigned to creditor as payment on note to creditor              (249,418)
  Reduction in note payable by assignment of note receivable          249,418
     acquired in Chapter 11 proceeding
                                                                               0
                         See accompanying notes.


              GLOBAL CASINOS, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 1998


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Consolidation
     
     Global Casinos, Inc. (the "Company"), a Utah corporation,
     develops and operates gaming casinos domestically and
     internationally.  At June 30, 1998, the consolidated
     financial statements of the Company include the accounts of
     the following wholly-owned subsidiaries.  All significant
     intercompany accounts and transactions have been eliminated
     in consolidation.

          CASINOS U.S.A., INC. ("Casinos U.S.A."), a Colorado
          corporation, which owns and operates the Bull Durham
          Saloon and Casino ("Bull Durham"), located in the
          limited stakes gaming district in Black Hawk, Colorado.
          
          GLOBAL ALASKA CORPORATION ("Global Alaska"), an
          Anchorage corporation, which acquired Alaska Bingo
          Supply, Inc. ("ABS") located in Anchorage, Alaska on
          August 1, 1997.
          
          GLOBAL PELICAN N.V. ("Global Pelican"), a St.
          Maarten Limited Liability Company which began operating
          the Pelican Casino located on the island of St. Maarten
          in the Netherlands Antilles on August 1, 1996.  Global
          Pelican operates the casino under a Management and
          Operating Lease Agreement.

          BPJ HOLDINGS N.V. ("BPJ"), a Curacao Limited Liability
          Company, which operates the Casino Masquerade on the
          Caribbean resort island of Aruba.
          
          GLOBAL CASINOS INTERNATIONAL, INC. ("Global
          International"), a Delaware corporation, which through
          an International Joint Venture ("IJV") operated Casino
          Las Vegas in Bishkek, Kyrgyzstan. The Company transferred
          its interest in Casino Las Vegas to its IJV partner
          in April, 1998.

          WOODBINE CORPORATION ("Woodbine"), a South Dakota
          corporation, which operated Lillie's Casino
          ("Lillie's") in Deadwood, South Dakota through June 30,
          1995.  Beginning in July 1996, Woodbine began leasing
          this property and related equipment to a third party.
          
     Management's Plans

     The Company has continued its efforts to formulate plans and
     strategies to address the Company's financial condition and
     Management continues to negotiate with creditors of debt
     that remains in default.  The Company also continues to
     explore acquisition opportunities.  Management believes
     that these plans will result in increased liquidity and
     future profitability.

     Use Of Estimates In Financial Statement Preparation

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues
     and expenses during the reporting periods.  Actual results
     could differ from those estimates.

     Cash

     Cash consists of demand deposits and vault cash used in
     casino operations.

     Casino Revenues

     In accordance with industry practice, the Company recognizes
     as casino revenues the net win from gaming activities, which
     is the difference between gaming wins and losses.

     Recently Issued Accounting Pronouncements

     The Financial Accounting Standards Board ("FASB") recently
     issued Statement of Financial Accounting Standards ("SFAS')
     No. 130, Reporting Comprehensive Income, which establishes
     requirements for disclosure of comprehensive income and is
     effective for fiscal years beginning after December 15,
     1997.  Reclassification of earlier financial statements for
     comparative purposes is required.  Management believes that
     implementation of SFAS 130 will not materially effect the
     Company's financial statements.

     In June 1997, the FASB issued SFAS No.131, Disclosures
     about Segments of an Enterprise and related information
     and in February 1998, the FASB issued SFAS No 132,
     Employer's Disclosures about Pensions and other
     Postretirement Benefits.  Both of these statements
     require disclosure only and therefore will not impact
     the Company's financial statements.
     
     In June 1998, the FASB issued SFAS No. 133, Accounting
     for Derivative Instruments and Hedging Activities.
     Currently, the Company does not have any derivative
     financial instruments and does not participate in
     hedging activities; therefore management believes SFAS
     No. 133 will not impact the Company's financial
     statement.

     Fair Value of Financial Instruments

     The carrying values of the Company's financial instruments
     classified as current assets and liabilities approximate
     fair values primarily because of the short maturities of
     these instruments.  The carrying values of notes receivable
     and long term debt approximate fair values because interest
     on these instruments is similar to returns management believes
     are currently available to the Company for instruments with
     similar risks.

     Leasehold and Contract Rights and Goodwill

     Leasehold and contract rights represent the excess of the
     purchase price over the net assets of the acquired
     investments in Alaska Bingo Supply, Casino Masquerade and
     Casinos USA.  These costs are amortized over the ten-year
     terms of the agreements.  The Company annually assesses the
     carrying value of its leasehold and contact rights and goodwill
     as discussed below.

     Land, Buildings and Equipment

     Land, buildings and equipment are carried at cost.
     Depreciation is computed using the straight-line method over
     the estimated useful lives.  Buildings are depreciated over
     31 years and equipment is depreciated over five to seven
     years.

     The Company performs an annual assessment to determine
     whether there has been an impairment in the carrying values
     of its land, buildings, equipment and leasehold and contract
     rights.  In performing this assessment, management considers
     available appraisal information, current and projected
     sales, operating income, and annual cash flows on an
     undiscounted basis.  If management determines that an
     impairment has occurred, an impairment loss is recognized,
     based on the difference between the assets' carrying values
     over the estimated fair values.  Based on management's
     annual review, the Company does not believe that any
     impairments have occurred on land, buildings, equipment
     during 1998.

     Stock-Based Compensation

     SFAS No.123, Accounting For Stock-Based Compensation,
     defines a fair-value-based method of accounting for
     stock-based employee compensation plans and transactions
     in which an entity issues its equity instruments to acquire
     goods or services from non-employees, and encourages but does
     not require companies to record compensation cost for stock-based
     employee compensation plans at fair value.  The Company has
     chosen to continue to account for stock-based compensation
     using the intrinsic value method prescribed in Accounting
     Principles Board Opinion No. 25, Accounting For Stock Issued
     To Employees and related interpretations.  Accordingly,
     compensation cost for stock options is measured as the excess,
     if any of the quoted market price of the Company's stock at the
     date of the grant over the amount an employee must pay to
     acquire the stock.

     Income Taxes

     Deferred tax assets and liabilities are recognized for the
     future tax consequences attributable to differences between
     the financial statement carrying amounts of existing assets
     and liabilities and their respective tax bases.  Deferred
     tax assets and liabilities are measured using enacted tax
     rates expected to be recovered or settled.  The effect on
     deferred tax assets and liabilities of a change in tax rates
     is recognized in the consolidated statement of operations in
     the period that includes the enactment date.

     Net Income (Loss) Per Share

     Net income (loss) per share of common stock is computed
     based on the weighted average number of common shares
     outstanding during the year.  Convertible preferred
     stock, stock options, stock warrants and convertible
     promissory notes are not considered in the calculation
     as the impact of the potential common shares would be
     to decrease income (loss) per share.  Therefore diluted
     loss per share is equivalent to basic loss per share.
     
     During the year ended June 30,1998, the Company adopted
     SFAS No 128, Earnings Per Share.  This statement
     replaces the presentation of primary earnings or loss
     per share (EPS) with a presentation of basic EPS.  It
     also requires dual presentation of basic and diluted
     EPS for all entities with complex capital structures
     and requires reconciliation of the numerator and
     denominator of the basic EPS computation to the
     numerator and denominator of the diluted EPS
     computation.  Basic EPS excludes dilution; Diluted EPS
     reflects the potential dilution that could occur if
     securities or other contracts to issue common stock
     were exercised or converted into common stock or
     resulted in the issuance of common stock that then
     shared in the earnings of the entity.  The adoption of
     SFAS 128 did not result in a changed into previously
     presented EPS for the year ended June 30,1997.

     Foreign Currency Transactions

     Gaming operations in St. Maarten, Aruba and Kyrgyzstan are
     primarily conducted in U.S. dollars.  As a result, the U.S.
     dollar is considered the functional currency for these
     operations.  Payments for payroll and certain other expenses
     are made in the local currency.  Gains and losses from
     foreign currency transactions are included in determining
     net income (loss) and were immaterial for the years ended
     June 30, 1998 and 1997.

     Risk Considerations

     Casino Las Vegas, Casino Masquerade, and the Pelican Casino
     (the "Casinos") are located in Kyrgyzstan, Aruba, and St.
     Maarten respectively; therefore, they are subject to special
     considerations and significant risks not typically
     associated with investments in North American companies.
     These include risks associated with, among others, the
     political, economic and legal environments and expropriation
     matters, and are described further in the following
     paragraphs:

     a.   Political Environment

          The Casinos' results may be adversely affected by
          changes in the political and social conditions in Aruba
          and St. Maarten, and by changes in governmental
          policies with respect to laws and regulations,
          inflationary measures, currency conversion and
          remittance abroad, and rates and methods of taxation,
          among other things.  The political environment in Aruba
          and St. Maarten has been stable for a sustained period
          of time.  As a result, the Company does not anticipate
          significant risks related to Aruba and St. Maarten in
          the immediate future.

     b.   Economic Environment

          The economies in Aruba and St. Maarten differ
          significantly from the economy in the United States in
          many respects, including their structures, levels of
          development and capital reinvestment, growth rates,
          government involvement, resource allocation, employment
          policy, self-sufficiency, rates of inflation and
          balance of payments positions.
          The economic environment in Aruba and St. Maarten has
          remained stable for a sustained period of time.

     c.   Legal Environment

          Ownership and operation of casinos in Aruba and St.
          Maarten are regulated by local authorities.  Each
          jurisdiction maintains its separate regulatory
          environment which requires various licenses, approvals
          and certificates to operate in these jurisdictions.

     d.   Expropriation of Funds

          The Company is currently able to remit funds from its
          operations in Aruba and St. Maarten to the U.S. to meet
          certain intercompany obligations without significant
          local government approvals, restrictions or taxation.
          However, the remittance of funds to the U.S. for other
          means (including profit distribution) would be subject
          to certain restrictions and taxation.  Changes in the
          local legal and economic environments may adversely
          affect the expropriation of funds from the Casinos to
          the U.S.

2.   CASINOS U.S.A. REORGANIZATION

     In October 1995, Casinos U.S.A. ("Debtor") filed a voluntary
     petition under Chapter 11 of the United States Bankruptcy
     Code, and until December 18, 1996, operated under the
     protection of the Bankruptcy Court.  The Bankruptcy Court
     confirmed the Company's Second Amended Plan of
     Reorganization (the "Plan") on December 18, 1996.  The
     effective date of the Plan was thirty days after
     confirmation date of January 17, 1997, or February 17, 1997.
     The confirmed Plan allowed the Debtor to retain its property
     and assets and continue its business.  The Plan's provisions
     resulted in the restructuring and/or extinguishment of creditor
     claims filed during the bankruptcy proceedings and the
     cancellation of a note and interest receivable of approximately
     $1,217,000.  As a result, the Company recognized an
     extraordinary gain on the extinguishment of debt of
     $1,285,765 during the year ended June 30, 1997.
     
     In accordance with the provisions of the Plan, certain
     creditors received warrants that permit the holders thereof
     to purchase from the reorganized Debtor an amount of common
     stock, so that immediately after exercise, the warrant
     holders would own 80% of the common stock of the Debtor.
     The warrants are exercisable at any time from one year after
     the Plan's Effective Date through the earlier of seven years
     after the Effective Date, or when the indebtedness to the
     warrant holders has been paid, but only subsequent to a sale
     of substantially all of the Debtor's assets, merger,
     recapitalization, refinance or other restructuring all of
     which, management is not considering likely.
     
     Beginning March 1998 and extending through February 2005,
     the warrant holders are entitled to call a vote as to whether any
     merger, recapitalization, restructuring, refinance, or sale
     of the assets of the Debtor should be made or effectuated.
     The warrant holders shall be entitled to vote their warrants
     as though each warrant was one share of common stock.  No such
     vote took place during 1998.

3.   NOTES RECEIVABLE

     At June 30, 1998, notes receivable consist of the following:

     6.5% note receivable, monthly interest    
     and principal payments of $6,569 until    
     December 2002, at which time the unpaid   
     balance is due; the note is               
     collateralized by a deed of trust on      
     real property, fixtures and improvements $308,463

     Non-interest bearing note, due December
     1995, in default;                         
     the note is collateralized by 20,000      
     shares of the Company's                   
     common stock                              200,000

     Allowance for doubtful collections       (157,500)
                                               
                                               350,963
     Less current portion                      (60,623)
                                               
                                               $290,340
     
     The allowance for doubtful collections is
     maintained at estimated amounts necessary to cover
     losses on receivables based on management's
     assessment of the borrowers' financial condition
     and the underlying value of collateral.  During the
     years ended June 30, 1998 and 1997, the Company
     increased the allowance for doubtful collections by
     $27,500 and  $75,000 respectively.  Management
     periodically evaluates receivable balances to
     determine if impairments are evident based on
     available information and events.

4.   ACQUISITION OF ALASKA BINGO SUPPLY, INC.

     On August 1,1997, the Company acquired 100% of the
     outstanding common stock of Alaska Bingo Supply, Inc.  The
     acquisition was accounted for as a purchase.  The purchase
     price of $4,400,000 consisted of $400,000 cash, and a
     $4,000,000 convertible promissory note secured by shares of
     ABS' common stock held by the Company.  In order to fund
     this acquisition, the Company borrowed $350,000 from third
     parties and $75,000 from a related party.  The promissory
     notes were due in equal monthly payments from January 1998
     through April 1998.  The promissory notes to third parties
     were secured by a note receivable by the Company.  Interest
     on $200,000 of the notes was at 24% and interest on the
     remaining $225,000 (including the related party note) was at
     12%.  The promissory note, bearing interest at 8%, was due
     in 2004, with monthly payments of principal and interest of
     $63,384.

     Effective March 31,1998, the principal balance due owing
     under the promissory note of $3,853,291, and accrued and
     unpaid interest thereon in the amount of $15,202, was
     converted into (I) 340,329 shares of the Company's Series B
     Convertible Preferred Stock ("Series B Preferred Stock"),
     having a face value of $10.00 per share, and (ii) a
     convertible Promissory Note in the principal amount of
     $450,000 (the "Second Note").  Each share of Series B
     preferred Stock is convertible, at the option of the holder,
     into one share of the Company's Common Stock at any time
     commencing the earlier of (I) one year from the date of
     issue or (ii) upon the effective date of a Registration
     Statement registering for sale under the Securities Act of
     1933, as amended (the "Securities Act"), the shares of the
     Company's Common Stock issuable` upon such conversation
     ("Conversion Stock"); provided, however, that in no event
     shall the Series B Preferred Stock be convertible into more
     than 311,550 shares of Common Stock (the"Maximum Aggregate
     Conversion") without the approval of the Company's
     shareholders.  The Maximum Aggregate Conversion is a number
     equal to 19.9% of the Company's total issued and outstanding
     shares of Common Stock, without giving effect to the
     conversion.

     The Company has the option, but not the obligation, to
     redeem all or any portion of the Series B Preferred Stock at
     a redemption price of $10.00 per share.  Holders of the
     Series B Preferred Stock are entitled to receive and annual
     dividends payable at the rate of 8% per annum.  The
     outstanding shares of Series B Preferred Stock are non-
     voting, except as required by law.

                                               
5.   LONG-TERM DEBT                         
                                               
     At June 30, 1998, long-term debt          
     consists of the following:
                                               
     Unsecured loans, $48,840 to related       
     parties, interest at 10% to 15%, past     
     due and in default or due on demand       $ 297,661

     Mortgage payable to a third party,
     collateralized by real estate, interest   
     at 10%, semiannual payments with          
     maturity in 2000                             35,224

     Secured convertible note, interest at
     7%, reduced from 9% in                    
     July 1996, payments of interest only due  
     quarterly; principal                      
     and unpaid interest due May 1999;         
     original principal balance                
     of $750,000 reduced by $249,419 through   
     an assignment of its interest in senior   
     secured debt on Casinos U.S.A.  The Note  
     is convertible in whole or in part at
     the option of the holder at any time
     prior to its maturity to common stock at
     a conversion price of  $10.00 per share     500,581

     Unsecured convertible notes, $187,500 to
     related parties, interest at 8%,          
     principal and unpaid interest due         
     October 1998; notes are convertible in    
     whole or in part at the option of the     
     holder at any time beginning in October   
     1998, to common stock at a conversion     
     price of $5.00 per share.  Upon the       
     effective date of a registration
     statement registering the underlying
     shares of common stock, notes will
     automatically convert                     624,000

     Mortgages payable to third parties,
     collateralized by real estate, including   
     $249,419 assigned from the Company to a   
     third party, interest at 7%, monthly      
     payments of $7,329 plus annual payments   
     of 37.5% of available Bull Durham net     
     cash flow, as defined, due in 2004        1,074,499

     Secured notes, interest at 10% and 12%,
     monthly payments of $18,088, secured by   
     certain gaming equipment, due             
     through2000.                                134,700

     Mortgages payable to third parties,
     collateralized by real estate, interest   
     at 9.2%, monthly payments of $10,225      
     plus annual payments of 12.5% of          
     available Bull Durham net cash flow,      
     as defined, due in 2004                    1,119,952

     Unsecured obligation, non-interest
     bearing, minimum monthly payments of      
     $6,086, due through November 2004            492,299

     Secured notes, $50,580 to related party,
     bearing interest at 12% and 24%, due in   
     installments through February 1999,       
     secured by note receivables held by the   
     company                                      140,850

     Unsecured obligation to a related party,
     bearing interest at 9%, due on demand        141,501

     Unsecured notes, bearing interest at 8%,
     principal due September 2004                 486,000

     Unsecured note, bearing at 9%, principal
     due March 1999, personally secured by a   
     related party                                 50,000

     Unsecured note, bearing interest at 10%,
     monthly payments of $3,000, principal     
     reduced by certain accounts receivable    
     uncollected at March 1999, guaranteed by      
     the Company                                   36,155
                                               
                                                5,133,422
                                               
     Less current portion, including debt in  
     default                                   (1,920,950)    
                                               $3,212,472 

     Scheduled maturities of long-term debt are as follows:

  
                                                   For Year
                                                 Ending June 30,
                                             
                                               
                                     1999        1,920,950
                                     2000          114,855
                                     2001           28,591
                                     2002           26,380
                                     2003           28,551
                                     Thereafter  3,014,094
                                    
                                               
                                      Total     $5,133,422

     In 1997, the Company was able to negotiate the exchange
     and/or restructuring of $375,001 of certain accounts payable
     and short-term debt for 21,261 shares of common stock, as
     satisfaction of these obligations.  These transactions
     resulted in an extraordinary gain from debt extinguishment
     of $265,723
     
     At June 30, 1998, the Company has reserved 176,000 shares of
     common stock for debt conversions.


6.   INCOME TAXES

     The Company and its subsidiaries are subject to income
     taxes on income arising in, or derived from the tax
     jurisdictions in which they are domiciled.  BPJ and
     Global Pelican are subject to Aruban and St. Maarten
     tax provisions which provide for utilization of prior
     years cumulative net operating losses to offset current
     and future taxable income.  At June 30, 1998, the
     Company has net operating loss carryforwards related to
     its Aruban and St. Maarten operations of approximately
     $450,000 and $250,000, respectively, available to
     reduce future taxable income.
     
     Deferred income taxes reflect the net tax effects of
     temporary differences between the carrying amounts of
     assets and liabilities for financial reporting purposes
     and the amounts used for income tax purposes.  Deferred
     tax assets at June 30, 1998 are comprised mainly of net
     operating loss carry forwards of approximately
     $2,330,000.  The valuation allowance was increased by
     $144,000 during 1998 to reserve the deferred tax assets
     in their entirety.

     The reconciliation between the statutory federal tax
     rate and the effective tax rate as a percentage is as
     follows:

                                                    
                                          1998      1997
                                                    
     Statutory federal income tax rate    34%       34%
     Effect of net operating loss not     (34)      (34)
     utilized
                                           - %       - %


     At June 30, 1998, the Company has available domestic
     net operating loss carryforwards available to reduce
     future taxable income of approximately $6,851,00
     expiring in years 2008 through 2013 as follows:


                   
        Year       Net Operating
                   Loss
                   
        2008       $    920,000
        2009          1,676,000
        2010          1,217,000
        2011          2,615,000
        2012                  -
        2013            423,000
                   
                    $ 6,851,000


7.   COMMITMENTS AND CONTINGENCIES

     Casino Masquerade
     
     Through February 1998, the Company, through its
     subsidiary BPJ Holdings, leased the Casino Masquerade
     facility in the Radisson Aruba Caribbean Resort Hotel
     and Casino under an operating lease that expired in
     December 2002.  Rent expense was calculated as $400,000
     per year plus 15% of the adjusted annual casino win
     over $4,000,000.  Rent expense for the year ended June
     30, 1997 was $400,000 and $200,000 through February
     1998.  The casino was closed for operations March 1998
     due to the lessor closing the hotel for significant
     repairs and improvements.  With the closure the Company
     wrote off approximately $330,000 in fixtures and
     building improvements.
     
     In April 1998, the Company reached a settlement
     agreement with the lessor whereby the lessor agreed to
     pay $250,000 in payroll costs during the closure of the
     casino; make available $500,000 commencing August 1998
     in the form of two promissory notes of $250,000 bearing
     interest at 9% and payable one year from the date of
     issuance; and provide approximately $1,500,000 towards
     improvements to the casino.  In addition, a new ten-
     year lease agreement was negotiated, with base rents
     escalating from $1,000,000 annually to $1,200,000
     annually after the first five years of the lease term.
     Rent payments were to commence when the hotel and
     casino reopened, estimated to be January 1999.
     
     Subsequent to yearend, the Company determined that it
     was unable to obtain funding necessary to meet certain
     provisions of the new lease agreement.  The Company is
     currently renegotiating the settlement with the lessor.
     Based on those negotiations, the Company reassessed the
     carrying value of the leasehold and contract rights
     associated with the property.  The present value of
     estimated future cashflows associated with the assets
     is considered to be approximately $888,200.
     Consequently, the Company recognized an impairment of
     $746,552 during the year ended June 30, 1998.
     
     Pelican Casino
     
     Effective August 1, 1996, the Company, through its
     subsidiary Global Pelican, entered into a cancelable
     Management and Operating Lease Agreement (the "Pelican
     Agreement") with a third party, whereby Global Pelican
     agreed to lease and operate the Pelican Casino, located
     on the island of St. Maarten.  The term of the lease
     was for five years, with options to renew for three
     additional five-year terms.  Lease payments were
     $30,000 per month for the initial lease term beginning
     in November 1996.  Rent expense for the year ended 1997
     was $225,000.
     
     The Pelican Agreement provided that Global Pelican
     would also purchase the equipment utilized at the
     casino for $225,000 in exchange for a note payable,
     subject to the third party providing clear title to the
     equipment.  The Pelican Agreement also stated that
     until the equipment liens and encumbrances were
     released, Global Pelican had the right to terminate the
     Pelican Agreement.  At June 30, 1998, the equipment
     remains subject to liens and encumbrances, and Global
     Pelican has therefore not purchased the equipment.
     
     In July 1997, Global Pelican renegotiated the terms of
     the Pelican Agreement, whereby Global Pelican agreed to
     pay approximately $20,000 per month.  Rent expense for
     the year ended June 30, 1998 was $235,000.  The Company
     is currently renegotiating the lease and equipment
     purchase with the lessor.
     
     Global Casinos
     
     The Company leases corporate office space under a
     noncancelable operating lease expiring in September
     1999. It also lease equipment under various operating
     leases expiring in 1999.  Lease expense under these
     leases was $53,055 for the years ended June 30, 1998
     and 1997, respectively.  Minimum lease payments under
     the lease agreements are $48,000 in 1999 and $8,000 in
     2000.
     
     Casino Las Vegas
     
     Through April 1998, the Company leased the Casino Las
     Vegas facility from the minority joint venture partner
     ("JVP") in the Casino Las Vegas.  Rent expense was
     included in the payment of 50% of the net casino
     profits to the JVP.  The Company transferred its
     interest in the casino to the JVP in April 1998.

     SEC Matter

     The company previously reported an ongoing investigation by
     the  Securities and Exchange Commission (the "Commission"),  into
     various matters, including certain transaction and securities  by
     the  company  and one of it's former officers and directors.   In
     1998, the company entered into a voluntary stipulated decease and
     desist  order with the Commission pursuant to which  the  company
     agreed,  interalia, not to violate any provisions of the  federal
     securities laws in the future.  As a result of entering into  the
     voluntary  stipulated  cease  and desist,  investigation  by  the
     commission has been brought to a conclusion which, in the opinion
     of  management, will not have a material adverse affect upon  the
     business of the company in the future.

     Aruban Controller Costs

     The Aruban government provides "Government Controllers"
     for each gaming property operating on the island.  The
     Aruban government recoups the expenses of these
     controllers through a monthly charge per square meter
     of casino space.  The Casino Masquerade and other
     Aruban casinos are disputing the charges.  The Aruban
     casinos argue that the rate charged by the government
     exceeds the cost of providing the controllers.  The
     Company recorded estimated government controller
     expense of $66,200 in 1997 and $40,180 through February
     1998 at the same rate paid as of December 31, 1994.
     The cumulative difference in the controller cost, based
     on the rate charged by the government and that accrued
     by the Company, was approximately $241,000 as of
     February 1998.  The liability was written off with the
     closure of the casino as it was considered probable
     that it would not be required to be paid.
     

     St. Maarten License and Controller Cost

     The Pelican Casino is charged a St. Maarten Government
     Controller and a casino license fee of $36,500 per
     month.  The Company has accrued $840,000 of license and
     controller expense as of and for the year ended June
     30, 1998.  Although the government has been assessing
     the Pelican Casino the monthly fees, Global Pelican has
     not yet been granted a license, which it applied for in
     October 1996.  In July 1997, Global Pelican met with
     government representatives and proposed to pay a one-
     time license issuance fee of $112,000, of which the
     casino lessor has agreed to pay one-half, pay license
     and controller fees accrued through May 31, 1997 of
     $365,000 over a five-year term, and to pay continuing
     monthly fees from June 1, 1997 and thereafter.  The
     Company continues to negotiate this matter with the
     government.


8.   STOCKHOLDERS' EQUITY

     Mandatory Redeemable Convertible Preferred Stock

     At June 30, 1998, 16,750 shares of Series A Mandatory
     Redeemable Convertible Preferred Stock are outstanding.  The
     Series A Convertible Preferred Stock had a mandatory
     redemption date of May 31, 1995, and the Company is
     currently in default.  The Series A Preferred Stock has a
     redemption price of $2.00 per share, subject to adjustment
     for certain events such as splits and dividends.  Holders of
     the Series A Preferred Stock  have the option to convert
     each share of the preferred stock into one-tenth of one
     share of the Company's Common Stock.

     Warrants

     During 1998, the Company issued 50,000 warrants
     exercisable at $2.50 as a loan fee in conjunction with
     the issuance of a $50,000 note.  The warrants expire
     July 2000.
     
     The Company issued 15,000 warrants exercisable at $3.00
     in conjunction with the issuance of a $150,000 note.
     The warrants are exercisable the earlier of one year
     after the effective declaration of the registration
     with the SEC, or June 1999.  The warrants expire June
     2000.
     
     As part of the settlement agreement of the Casino
     Masquerade lease, the Company issued the lessor 100,000
     warrants exercisable at $3.00.  The warrants are
     exercisable the earlier of the effective declaration of
     the registration statement, or April 1999.  The
     warrants expire April 2004.
     
     In October 1996, in connection with a private placement
     of convertible debt, the Company issued 126,100 Class E
     Warrants exercisable at $6.00, 126,100 Class F Warrants
     exercisable at $7.00, and 126,100 Class G Warrants
     exercisable at $8.00.  The Class E, F, and G warrants
     expire the earlier of 30, 90, and 120 days,
     respectively, after a registration statement covering
     the stock underlying the Warrants is declared effective
     by the Securities and Exchange Commission, or in
     February 1999.
     
     Prior to 1995, the Company issued to an underwriter a
     warrant to purchase 2,813 units, which consist of one
     share of Series A Preferred Stock and one-half Class D
     Warrant at an exercise price of $24.00 per unit.  This
     warrant expires in April 1999.

     OPTIONS
     
     A total of 190,000 options were issued to two companies
     during 1998 in conjunction with services rendered.  The
     options expire at various times through December 2001,
     and are exercisable at prices ranging from $2.50 to
     $4.25.

9.   STOCK INCENTIVE PLAN

     The Company has a Stock Incentive Plan (the "Incentive
     Plan"), that allows the Company to grant incentive
     stock options and/or purchase rights (collectively
     "Rights") to officers, employees, former employees and
     consultants of the Company and its subsidiaries.  The
     Company has reserved 225,000 shares of common stock for
     issuance under these Plans.  The options expire five
     years from the date of grant or upon termination of
     employment.

     The following number of stock options associated with
     these Plans is as follows:

                           Stock Incentive Directors   Total
                                Plan
                                                       
     Outstanding at        $ 81,000        $ 25,000    $ 106,000
     June 30, 1996
     Granted                 10,000          10,000       20,000
     Exercised                    -               -            -
     Forfeited                    -         (10,000)     (10,000)
                                                       
     Outstanding at          91,000          25,000      116,000
     June 30, 1997
     Granted                 80,000          30,000      110,000
     Exercised              (60,000)              -      (60,000)
     Forfeited              (76,000)        (20,000)     (96,000)
                                                       
     Outstanding at June                               
     30, 1998                35,000          35,000       70,000
                                                       

     The weighted average price was:

                  Stock       
             Incentive Plan  Directors
                             
     1998    $ 5.43          $ 2.86
     1997    $ 5.00          $ 5.00


     The following pro forma net income (loss) and earnings
     per share for 1998 and 1997 would result had the
     Company's compensation cost been determined using the
     fair value based accounting provisions of SFAS No 123:
     
                           1998           1997
                                          
     Net income (loss)-                   
     reported              $(2,288,699)   $ 386,016
     Net income (loss)-                   
     pro forma                            $ 328,016
                                          
     Earnings per share-                  
     reported              $     (1.61)   $    0.29
     Earnings per share-                  
     pro forma             $     (1.69)   $    0.24


10.  FOREIGN AND DOMESTIC OPERATIONS

     The Company owns, operates, and develops domestic and
     international projects in several geographical areas.
     The following table sets forth financial information
     for the Company's foreign and domestic operations for
     the years ended June 30, 1998 and 1997:
     
                      Foreign**    Domestic       Total
     1998                                         
     Revenue          5,862,745    5,472,648      11,335,393
     Net loss        (1,948,359)    (174,194)     (2,288,698)
     Identifiable                                 
     assets             618,795    4,773,071      12,061,905
                                                  
     1997                                         
     Revenue          6,985,452    2,248,645       9,234,097
     Net income          73,667      312,349         386,016
     Identifiable                                 
     assets           2,559,591    6,568,958       9,168,549
                                                  

     **   Foreign includes Aruba, St. Maarten and Kyrgyzstan
          operations.


11.  SEGMENT INFORMATION

     With the acquisition of Alaska Bingo Supply, Inc., the
     Company expanded its operations to two significant
     lines of business, the casino gaming industry and the
     distribution of bingo products.  Following is a
     tabulation of business segment information for the year
     ended June 30,1998:
     
                      Casino         Bingo         Other       Total
                                                           
     Revenue          8,303,122     2,967,343        64,928    11,335,393

     Depreciation
     and                                                      
     Amortization       532,484       297,164       223,885     1,053,533
                                               
     Net loss        (1,896,491)      (25,000)     (367,208)   (2,288,698)

     Identifiable
     assets           4,948,357       735,591     6,378,048    12,061,905

     Capital
     expenditures       525,569        18,132        29,568       573,269


12.  GLOBAL INTERNET CORPORATION

     In July 1996, the Company and other investors formed
     Global Internet Corporation ("Global Internet"), to
     explore opportunities related to developing
     entertainment and gaming sites on the Internet.  During
     the year ended June 30, 1997, the Company loaned
     $325,000 to Global Internet in exchange for a 10%
     promissory note receivable, convertible into common
     shares of Global Internet and due October 31, 1997.
     Management became aware that Internet gaming could
     impair the Company's Colorado state gaming license.  As
     a result, the Company initiated actions to divest
     itself of its investment in Global Internet.
     
     On May 11, 1997, the Company and First Entertainment
     Inc. ("FEI") entered into an agreement whereby the
     Company sold 1,500,000 of the 1,750,000 common shares
     of Global Internet owned by the Company, in exchange
     for 1,500,000 warrants, which would allow the Company
     to purchase 1,500,000 shares of FEI common shares at
     $1.25 per share for a period of five years.  The
     Company also sold its convertible promissory note,
     advances and interest receivable of $375,000 for 30,000
     shares of FEI Class B Preferred Stock with a face value
     of $12.50 per share, convertible into FEI common shares
     at $1.25 per share.
     
     FEI is a thinly capitalized and thinly traded public
     entity which does not appear to currently have
     resources available to continue development of Global
     Internet. These factors raised concerns about the
     Company's ability to realize its investment in Global
     Internet.  Management determined that it would be
     appropriate for the Company to fully expense its
     investment and allow for the receivables in Global
     Internet during the quarter ended June 30, 1997.

13.  401(k) Saving and Profit Sharing Plan

     On August 1, 1997, the Company started a Retirement
     Savings and Investment Plan (the "401(k) Plan") for the
     employees of the Bull Durham Casino and Alaska Bingo
     Supply that is intended to qualify under Section 401(k)
     of the Internal Revenue Code.  Qualified employees may
     participate in the Company's 401(k) Plan by
     contributing up to 10% of their gross earnings to the
     plan subject to certain Internal Revenue Services
     restrictions.  The Company matches an amount equal to
     100% of each participant's contribution to a maximum of
     5% of their earnings.  Company contributions for the
     year ended June 30, 1998 were 18,610.

                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              GLOBAL CASINOS, INC.



Date 10/24/98             By:   /s/ Stephen G. Calandrella
                                Stephen G. Calandrella,President



     Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.


Signature                        Position              Date



/s/ Stephen G. Calandrella       President, Director   10/24/98
Stephen G. Calandrella



/s/ Barbara G. Wolf           Chief Financial Officer, 10/24/98
Barbara G. Wolf              Chief Accounting Officer,



/s/ Clifford C. Thygesen         Director              10/24/98
Clifford C. Thygesen



/s/ Clifford L. Neuman           President, Director   10/24/98
Clifford L. Neuman
October 12, 1998



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